The Lost Girl Chronicles Book 3: Like Pieces of a Puzzle
by frosty600
Summary: For Sophie it continued with an unexpected trip to the moon, meeting a possible new friend in Martha Jones, and a realisation that left her reeling. For the Doctor it continued with a kiss, the promise of a single trip and the intense determination to make an enigma he called Sparks realise just how much she meant to him.
1. Chapter 1 Smith Connolly and Jones

**Disclaimer:** I don't own Doctor Who. Just Sophie my o/c.

 **A/N:** And here we are at the start of Book 3 of my Lost Girl Chronicles, I'm really excited for this Book, and I'm so glad that I'm now up to rewriting series 3 to include Sophie. As always, huge thank you's to everyone who followed/favourited and reviewed the last chapter of Book 2 and big thanks to **Saberbladeprime** for prereading this chapter for me.

And now onto the chapter! The start of Book 3!

 **CHAPTER 1**

 **Smith Connolly and Jones**

Sophie moved quickly about the Tardis console, her hands moving over the buttons and knobs as she flew the sentient ship through the time vortex, a wide exhilarated grin lighting up her face, blue eyes shining with delight. She was really doing it! She was really flying the ship through the vortex and the console wasn't exploding on her! And actually, for what was only her second proper lesson in piloting the Tardis, she felt that she was doing rather well.

"Alright Sparks," the Doctor called from a short distance behind her, leaning against a Y beam grinning rather proudly as he watched her manoeuvre about the console, "Now try putting on a little more speed," he urged.

"Ok," Sophie called back and moved around the console reaching for the knob that'd speed up the Tardis' trajectory through the vortex, twisting it slightly and the Tardis shuddered a bit as she sped up.

"Oh, careful," the Doctor called a couple of moments later as the Tardis bounced about a bit wildly, "We're a bit too close to the 1700's, best guide her back up a bit," he instructed, "You want the…" he trailed as Sophie reached for one of the levers pulling it down, "Yeah… that lever," he murmured, before he pouted shooting a mildly irritated look at his ship, _'Oi, I'm supposed to be teaching,'_ he groused only for the Tardis to give him an unrepentant hum in response as Sophie pushed a couple more buttons guiding her safely and fairly smoothly away from the 1700's as she followed the Tardis mental images.

The Doctor rolled his eyes at his ship before grinning again as Sophie rounded the console, twisting another knob, a few more moments passing before he called, "And slow her down and set her to drift," sending Sophie into another flurry of motion as she followed the instruction, slowing the Tardis down once more, before setting her to drift, the engines quieting, "Brilliant!" the Doctor beamed as he came up behind her, flicking a couple more switches on the console as the engines clicked quietly as they started to cool down.

"I did it!" Sophie turned to him, with a wide beaming grin of her own, "I flew her and the console didn't explode!"

"Told you that wasn't you," the Doctor grinned back, before patting the Tardis console, "The Old Girl was just digesting," he reminded her. Sophie nodded, the bells in her ears softly chiming and she glanced down at the console resting a hand against it. He had indeed told her that, still she hadn't been able to help but feel a little guilty about it, she had been the one trying to pilot her along the motorway.

The Doctor continued to stare at her the fond look in his eyes shifting, becoming more intent in their regard of her, Rose's words occurring to him once again, 'just kiss her' and he shifted closer to her a hand coming up to caress her soft curls, drawing her attention back to him and he swallowed thickly as their eyes met, intense brown locking with confused and curious blue, those three little words rising up in his throat, "Sparks…" he murmured softly, his mind warring between kissing her first or vocally confessing first. He leaned in a little closer to her, fingers twirling a lock of her hair about them, as she was so fond of doing when she was thinking, nervous or lying.

A loud ping suddenly sounded through the console room making Sophie jump out of her skin in surprise, her heart that had already been beating oddly in her chest now beating harshly against her ribcage and the Doctor frowned heavily as he glanced towards the console, irritation flaring rather sharply at the interruption, the moment completely broken, _'That's not helping!'_ he mentally huffed at his Tardis, that had to be the second, no! The third time now his ship had done something that had broken the moment, interrupting it… he was starting to get suspicious. No, he knew that she had to be doing it deliberately now. That had been too well timed! The Tardis merely hummed unrepentantly, sounding for all the world amused at his indignant frustration and the monitor flicked on.

He shot the Tardis another irritated look but stepped over to the monitor, Sophie following him. He blinked at the screen, a brow arching, "Well now, that's a bit odd," he murmured, reaching into his pocket and pulling out his spectacles.

"What is it?" Sophie asked peering at the monitor herself, eyeing the strange image being displayed on it.

"Plasma coils," the Doctor answered, his curiosity peeked despite his continued annoyance at his ship, "Oh, hold on…" he moved his fingers over the keyboard beneath the monitor, "See that," he pointed at the monitor, "It's been building up around the hospital…" he muttered as Sophie peered at the screen, "I suppose it could be worth a bit of a look, see what's going on inside," he muttered with a bit of reluctance despite his curiosity, _'Still could have waited till after I'd kissed her and made sure she understood,'_ he shot grumpily at his ship only to get a completely unrepentant laugh from her… yeah, he mentally huffed rather irritated all over again at the confirmation, she'd totally done that deliberately! Which confused him cos his ship liked Sophie, sometimes, only sometimes mind, he thought that she liked her better than him, "Come on," he turned back to Sophie, "Let's get her landed," he paused, "Actually, you land her," he adjusted, smirking amusedly at the somewhat startled wide-eyed look Sophie gave him, "I'll just set the coordinates."

 ***O*O*O***

The morning after getting himself admitted, the Doctor, dressed in hospital issue jim-jams, shifted slightly on the bed he was sitting up in, before he leaned back against the pillows as he tried to get comfortable once again. Boredom really starting to set in now as he waited, time ticking by ever so slowly. He shifted against the firm hospital bed mattress again finding it hard to continue to sit still, before he glanced over at Sophie who was standing a short distance away, her back to him as she looked out a nearby window, "Sparks," he called and she turned from the window to look at him, a silent question in her eyes. He gave her a small pout as her eyes met his, "Come sit with me," he urged her, the tiniest hints of a whinge entering his tone.

Sophie rolled her eyes mildly exasperated, she'd only been over by the window a couple of moments at the most, but made her way back over to him, pulling the curtain she'd opened when she'd gone over to the window, closed behind her, "Remind me again," she murmured blue eyes worried as she eyed him, the petite brunette shifting closer to the bed as she continued, "Why you're the one in the hospital bed?"

"Cos, I'm sick, Sparks," the Doctor mock whined, before he coughed lightly into a fisted hand a couple of times.

Sophie arched a brow at him, her lips twitching upwards slightly in light amusement at his antics even as she rolled her eyes at him a second time in mere minutes, the action touched with exasperation again, that wasn't what she'd been asking and he knew it. She let out a soft sigh of resignation as she continued to eye him, letting it go. There was no changing it now anyway. It was done, "You've got abdominal pain," she reminded him dryly, giving him a bit of a pointed look as she did so, "Not a cough."

"Oh yes," the Doctor blinked at her and then smirked a bit cheekily, "Thanks, dear," he groaned as if in pain instead and clutched at his stomach a bit for emphasis.

Sophie twitched a little and a hand came up to tangle into the ends of her hair, tugging lightly as her eyes narrowed on him slightly, "And _why_ of all things did you tell the hospital staff that I'm your wife?" she asked internally cringing all over again as she recalled that moment shortly after they'd entered the hospital. After she'd managed to successfully land the Tardis with only a minor hiccup… she'd gotten the door facing a hedge, earning an amused chortle from the Doctor, before he'd headed back over to the console with an explanation of what she'd done wrong as he helped her turn the ship around.

She'd been completely and utterly shocked when he'd suddenly out of nowhere told the nurse that she was his wife, instead of friend when asked who she was! She hadn't been expecting it… the foxy git hadn't thought to give her any warning, none! And her shock must have been written all over her face as she stared at him flabbergasted too, because the nurse admitting the Doctor into the hospital had eyed the both of them dubiously, and the Doctor had had to lean in and give her a kiss on the cheek along with making up the excuse that it was all very new and that she was still getting used to being called 'wife'.

All of which had left her blushing rather heavily as she stumbled over her words, flustered and stuttering just a little as she agreed with the excuse he'd come up with to explain away her dumbfounded reaction. Which had somehow, don't ask her how she honestly didn't know, convinced the nurse that had started smiling in amusement instead as she nodded and offered them her congratulations.

The Doctor smiled as he recalled the same moment far more fondly. He should perhaps at least feel a little sorry for putting her on the spot like that, but he was still rather pleased and amused by her reaction. And it wasn't like he'd walked into the hospital planning to do it, if he had he would have given her some warning, honest! He'd just been struck by sudden inspiration and had been admittedly feeling a little cheeky and perhaps still a bit irritated at being interrupted earlier by his ship and he'd just gone with the sudden impulse.

"Well, for one thing," he began almost airily, "The nurses and doctors are less likely to question a concerned wife's continued presence…" he trailed, hesitating a brief moment, before swallowing heavily as he eyed her. His expression turning serious as his hearts beat a bit faster in his chest as those three little words rose up in him once again at the new opportunity that had presented itself, the need to tell her rising inside him again with renewed intensity.

He hadn't wanted to tell her in a hospital of all places, but he couldn't not take the chance! Honestly, he liked hospitals even less after that fiasco on New Earth, but he'd been interrupted so many times now in so many different ways it was bordering on ridiculous! Not even his ship was cutting him a break it seemed! And he hadn't had an opportunity to try again last night after being admitted what with the nurses fussing, asking their many questions about his 'symptoms' and then visiting hours had been over and she'd had to leave for the night.

Sophie opened her mouth to make a retort, only for the words to die in her throat as his eyes met hers and her stomach did that odd summersault at the intensity in his eyes and her heart picked up a little speed.

The Doctor reached for her, taking one of her hands in his drawing her closer, gently urging her to sit on the edge of the bed he'd been admitted to for his hospital stay, "And," he continued and Sophie swallowed thickly as that odd tension coiled in the air between them again, finding herself suddenly highly aware of the fact that it was just the two of them sequestered away behind the drawn curtains around the hospital bed. She swallowed again her brow scrunching slightly, her wide confused blue eyes locked with intense brown as his thumb stroked over the back of her gloved hand. Determination built inside the Doctor as he read the emotions flickering in her eyes, curiosity and confusion. He needed to get this right. He needed to make sure that there was no way that she could misunderstand a second time. He slowly leaned in towards her, the petite brunette's breath hitching softly in her throat, the words not catching in his throat this time as he began, hearts pounding, "Sparks I..."

The curtain around the bed was suddenly pushed back and the Doctor felt an immediate sense of incredulous disbelief and exasperation as he turned his head to look at the people that were now peering in at them, he'd been interrupted _again!_

"Now then," the man in a suit turned his attention to the Doctor who was doing his best to merely stare and not glare as frustration simmered inside him, "Mr. Smith, a very good morning to you. How are you today?"

"Aw, not so bad," the Doctor replied, stomping down on his incredulous frustration as he shrugged, "Still a bit, you know. Blah," he stuck out his tongue.

"He was complaining again earlier," Sophie told them just a tad dryly, "And clutching his stomach again," she looked from the people surrounding the bed to the Doctor as he squeezed his hand around hers, his brown eyes mildly amused now as he regarded her, his lips twitching up into a small smile.

"I assure you Mrs. Smith," Sophie blinked at the name, it was strange being called something other than Connolly. Not to mention Mrs, "We'll get to the bottom of your husband's symptoms," the man assured her.

"See, dear," the Doctor squeezed her hand again before patting it 'comfortingly' with the other drawing Sophie's eyes back to him, blue eyes narrowing ever so slightly at the growing amusement she could see in his brown eyes… or at least she thought it was amusement that she was seeing, "I'll be just fine."

"John Smith, admitted yesterday with severe abdominal pains," the man turned to the medical students with him, "Jones," he called on a young black woman, "Why don't you see what you can find? Amaze me."

Sophie got up from the bed, her hand slipping from the Doctor's as she made room for Jones as she approached the bed, "That wasn't very clever, running around outside, was it?" the young woman commented.

The Doctor and Sophie blinked at her in confusion, "Sorry?" the Time Lord asked as he eyed the young woman at around the same time Sophie muttered a confused.

"Huh?"

"On Chancery Street this morning?" Jones replied glanced from one to the other, a bit confused herself now, "You both came up to me, you took your tie off and put it on her," she nodded over at Sophie who glanced over at the Doctor puzzled.

"Really?" he murmured rather puzzled himself as he tried to work out just why he'd do something like that, "What did we do that for?"

Jones arched a brow at him, rather bemused, "I don't know," she shrugged at him, "You just did."

"Not us," the Doctor replied, "I was here in bed. Ask the Nurses. And Sparks came back in early, soon as visiting hours started again," he informed them, before winking cheekily at Sophie, "Missed me terribly."

Sophie felt her cheeks flush, "Foxy Git," she huffed lowly, arms folding over her chest as she glanced away. It was true though… she had missed him. The Tardis, although sentient and had a presence all of her own. The beautiful ship with all her many rooms had still felt rather empty without him… without Rose… being in there just by herself… it was a completely different sensation. But, that hadn't been the reason she'd come back in the moment visiting hours had started again… at least not the main reason… not really.

"Well, that's weird, 'cos it certainly looked like the two of you. Have you got a brother?" Jones asked, and glanced over at Sophie again, "Sister?" Did they both have an identical twin?

"No," Sophie replied lowly, "No siblings," she swallowed a little, a twinge of pain lancing her heart… not in this universe, not anymore.

"No, not anymore," the Doctor replied lowly his hearts aching as his mind went to the family he'd lost along with the entirety of his people, "Just me."

"As time passes and I grow ever more infirm and weary, Miss Jones," the man cut in with annoyance at the delay. The morning was moving on and they still had to finish the rounds.

"Sorry," Jones apologised sheepishly, "Right," she murmured as she put the ear pieces of her stethoscope into her ears, before putting the rounded bit against his chest, listening and blinked puzzled at hearing a strange echo, she moved it to the other side of his chest and her eyes widened at the sound of the second beating heart, that was beating just as strongly as the first heart she'd listened to, hearing it's echo now as she had with this heart earlier. She glanced up at him shocked, her mouth slightly agape as she stared at him and he winked at her.

"I weep for future generations," the man overseeing the students sighed, "Are you having trouble locating the heart, Miss Jones?"

"Um…" Jones straightened up still rather shocked at having heard two hearts, her gaze going briefly to the petite brunette to see her exchanging a look with her husband, "I don't know…" she shook her head, "Stomach cramps?" she suggested and her overseer for the day, Mr. Stoker, sighed in obvious disappointment and exasperation.

"That is a symptom, not a diagnosis," he stated, "And you failed basic techniques by not consulting first with the patient's chart," he picked up the chart for John Smith only to drop it with a wince as it shocked him, the chart landing on the bed.

"That happened to me this morning," Jones commented.

"I had the same thing on the door handle," a fellow student, Morgenstern added.

Another fellow student, Swales, nodded a bit disconcerted that so many had gotten shocks, "And me, on the lift."

"That's only to be expected," Stoker remarked, "There's a thunderstorm moving in and lightening is a form of static electricity, as was first proven by," he glanced about at the students who blinked back at him quietly, "Anyone?" he prompted.

"Benjamin Franklin," the Doctor answered.

Stoker peered at him a little taken aback, before he nodded, "Correct!"

"My mate, Ben," the Doctor smiled as he thought back to his meeting with Benjamin Franklin, "That was a day and a half. I got rope burns off that kite," he recalled as Sophie arched a brow as she eyed him, "And then I got soaked…"

"Quite…" Stoker murmured as he eyed John Smith with growing concern.

"…And then," the Doctor continued apparently oblivious to Stoker's concern as he grinned, "I got electrocuted."

Sophie sighed and shook her head, bells chiming softly with the action as she eyed Stoker and the medical students that were now staring at him with a mixture of bemusement and worry. Only he'd say that with a grin, "You should write stories," she commented as she turned her gaze back to the Doctor, "Your imaginations good enough."

The Doctor glanced over at her, his beaming grin turning cheeky as he regarded her, "Oh, do you think so?"

"Yep," Sophie nodded, popping the 'p' as her own lips twitched up into a grin.

Stoker cleared his throat, "Moving on," he called to his students, "I think perhaps," he continued lower to one of the nurses that had been nearby, "A visit from psychiatric," not really all that convinced by Mrs. Smith's explanation. It was better at the least to get Mr. Smith checked on just to be on the safe side, "And next we have…"

Martha Jones hesitated in following after her fellow students as Stoker led them onwards, looking back at the two curiously, the pair smiled at her, the petite brunette also giving her a bit of a wave. She returned their smiles, before she turned away and started after her group, hurrying a few steps to catch them up.

The Doctor glanced over at Sophie, his smile fading slightly, his earlier disappointment and irritation at getting interrupted still simmering. He'd once again been so close and now… "We should get moving," he sighed.

Sophie nodded her agreement, the smile still playing about her lips as she focused her gaze back on him, "Won't find out about the plasma coils lying about in bed all day."

"No, we won't," the Doctor agreed and drew the blankets off his legs, getting to his feet, stepping into a pair of slippers, before he nabbed a blue dressing gown, shrugging it on, "But Sparks," he called as he turned back to her, and Sophie stilled at the rather serious tone to his voice and she shifted, turning back to him, staring up at him. Her brow slightly scrunched with confusion again as her blue eyes met his intense brown ones, "We'll be talking later," he told her and she blinked at him, before nodding slowly puzzled by the intensity in his gaze and behind his words as she continued to eye him, "After this, we're talking," he stated again, meaning it with every fibre of his being. His mind racing with different scenarios of how he'd manage to do it minus any possibility of being interrupted by anyone, or any cheeky sentient ships for that matter!

Sophie gave another slow nod, as she continued to eye him rather puzzled still, "Ok," she murmured as her stomach did multiple odd summersaults and her heart beat uncomfortably in her chest as she couldn't help, but wonder what he needed to talk to her about so badly… so seriously, and if perhaps somehow, she'd done something wrong…? She couldn't think what though.

The Doctor winced a little as he realised he'd worried her, one of her hands tangling into the ends of her hair and tugging as she nibbled on her lower lip. He hadn't meant to do that even if it was only a little. He'd just wanted to let her know that he wanted, needed to talk with her… he supposed however, as he thought back over what he'd said and how he'd said it, he could have worded it better.

He was just so frustrated with all the interruptions, honestly it felt like the universe was mocking him and laughing at his expense! He took her hand that wasn't tangled into the ends of her hair in his and gave it a reassuring squeeze, "It's nothing to worry about, Sparks," he assured her quickly, tugging a bit at his ear with his free hand as his mind continued to turn over the conversation that'd be coming up in the near future… how he should tell her… her possible reactions… he'd have to try really hard not to ramble…

He smiled at her warmly, the seriousness leaving his face and she nodded her posture relaxing as she returned his smile, her worry about it disappearing, "Right then, allons-y," and the two started off to explore the hospital.

 ***O*O*O***

Martha stood in a small kitchenette, her phone to her ear once again now that she had the time to answer it, "No, listen, I've worked out a plan," she told her sister Tish as she leaned against the counter as Swales went about making herself a cup of coffee, "We tell Annelise that the buffet tonight is one hundred percent carbohydrate, and she won't turn up," and on the other end of the line she heard her sister sigh.

"I wish you'd take this seriously. That's our inheritance she's spending on fake tan," Tish bemoaned, before her tone brightened a bit, "Tell you what, I'm not that far away, I'll drop by for a sandwich and we can draw up a battle plan."

Martha arched a brow, "In this weather?" she queried as she glanced out the window at the heavy rain pattering against it, "I'm not going out. It's pouring down."

"It's not raining here," Tish informed her and then there was a brief pause over the line, "That's weird," her sister muttered, "It's raining right on top of you, I can see it, but it's dry where I am."

"Well," Martha shrugged, "You just got lucky."

"No, but it's like in cartoons," Tish carried on, "You know, when a man's got a cloud over his head," she described.

"But listen," Martha cut in far more focused on the issue of what to do about their father's girlfriend and their baby brother's 21st. A 21st that was liable to turn into a fiasco if they didn't work out what to do about Annalise, then what the rain was doing, "I'll tell you what we'll do," she glanced out the door to see John Smith and his wife, Sparks she believed he'd called her wander past, the man glancing in briefly before turning his head murmuring something to Sparks before walking out of sight, "We tell dad and Annalise to get there early, about 7:30, for Leo to do his birthday stuff. We tell mum to get there for about 8:30 or 9:00, and that gives me enough time to have a word with Annalise and…" Martha trailed as Swales suddenly touched her arm and she sent the woman a questioning look only to see her staring out the window, "What?"

"The rain," Swales breathed, not looking away from the window, thoroughly disquieted by what she was witnessing.

"It's only rain," Martha replied confused.

"Martha!" Tish exclaimed through the line, "Have you seen the rain?"

Martha frowned with growing confusion it was just rain, "Why's everyone fussing about rain?" she questioned.

Swales swallowed unable to look away as she stared at the rain as it travelled across the glass, "It's going up."

"The rains going up," Tish responded to her question too and Martha finally turned to look out the window again, her eyes widening at seeing that the rain really was going up the glass instead of down like it was supposed to be.

 ***O*O*O***

"Oh dear…" the Doctor murmured as he and Sophie stood in a corridor of the hospital and stared at the rain as it travelled up the glass pane of the windows and Sophie tore her gaze from the rain to look at him, brow scrunched with concern, "Sparks," he continued, "We're going to want to brace ourselves."

"From what?" Sophie asked, but didn't get an answer as there was a sudden roll of thunder and she found herself suddenly grabbed about the waist and spun swiftly into a doorway, and Sophie hurriedly moved to brace herself in it as best she could, one of the Doctor's arms still about her waist whilst the other was stretched out across the doorway, resting on the frame holding onto it firmly in preparation for what was to come as lightening clapped brightly across the sky and then the whole building was shaking around them, threatening to toss them out of the doorway and into the corridor and as it was Sophie thought she would have been if it hadn't been for the added support of the Doctor's arm about her waist, helping to keep her steady.

And then it stopped.

"That was a bit bumpy," the Doctor commented as he released the doorframe and straightened up.

"Just a bit," Sophie agreed and glanced back at him, "What was it?"

"H20 scoop," the Doctor replied as he shifted out of the doorway, slowly releasing her and their eyes travelled to the window.

"Well… bugger," Sophie breathed as they stared out at the rocky barren terrain that she recognised, of course even if she hadn't the view of the planet Earth was a dead give-away, "We're on the moon!"

"Yep," the Doctor agreed, "Us, and the whole hospital," he murmured his mind racing with possibilities. He turned from the window, "Come on!" he urged, taking her hand as they started sprinting down the corridor together, back towards his hospital bed.

 ***O*O*O***

"What the hell was that?" Martha asked as she picked herself up from the floor after the sudden violent shaking had stopped as abruptly as it had started.

"Are you alright?" Swales asked as she clambered back up to her feet, glancing about the kitchenette they were in, broken mugs and other crockery stern over the floor.

"I think so, yeah," Martha nodded patting down her clothes a bit, checking herself over as she tried to make sense of the sudden shaking, "It felt like an earthquake or…"

"Martha?" Swales called her voice wavering slightly as she stared out the window, "It's night. It was lunchtime."

"It's not night," Martha replied with a bit of a confused frown.

"It's got to be," Swales insisted a touch frantic, "It's dark."

Martha turned to the window and her eyes widened in surprise and awe at the sight of the dark sky above them, space, the Earth hanging overhead, "We're on the moon," she breathed.

Swales stared wide eyed, limbs starting to tremble slightly in fear. She shook her head, not wanting to believe it, "We can't be."

"We're on the moon," Martha repeated and swallowed, "We're on the bloody moon," she repeated a third time, a touch of incredulity entering her voice as she stared.

 ***O*O*O***

Patients and staff alike flocked to the windows, turning on lights as they went. They stared out over the rocky barren terrain of the moon and the Earth hanging in the dark sky above them. Frightened screams broke out as they realised where they were, fear swiftly turning to panic and others started to cry, clinging to their loved ones as they wondered what was going to happen to them now as this had to be the work of aliens – it had to be.

 ***O*O*O***

Tish ran down the street towards the place that hospital had been her eyes wide with shock and horror at the empty space it had left behind, "Sorry, miss, no," a police officer barred her way.

Tish barely spared him a glance, her eyes locked on the huge crater that the hospital had left behind, "My God…" she breathed, before she brought her phone back up to her ear, "Martha?" she called into it, "Martha, can you hear me?" she moved away from the site and the crowd that had now gathered for a look at the crater, "Martha!" she called again with urgency as she continued on, not noticing a big blue box as she walked past it as she continued to get a worrying silence from the other end of the line.

 ***O*O*O***

Martha pushed her way past the people that were running up and down the corridor, screaming and crying, hysteria having taken hold. She caught another glimpse of the Earth through a window and she couldn't help but stare at it again, before she turned from the side room she'd entered and continued on along the corridor, pushing passed the people amassing in the corridor, passing old Mrs. Finnegan as she did so.

"Have you seen…?" the old woman called to her turning as the young medical student hurried on passed her.

Martha turned back to her, still moving in her hurry "I'm sorry," she apologised, "I can't…" she told the woman, before she turned away completely and hurried on swiftly down the corridor towards the Orthopaedic Ward, she needed to check on her patients and try and calm them, and hopefully stay calm herself. She couldn't expect her patients to calm down if they saw her in a panic.

 ***O*O*O***

"What happened to nothing ever goes wrong on the moon?" Sophie asked as she and the Doctor ran back over to his hospital bed.

"Did I say that?" the Doctor asked in return as they came to a stop by the bed.

"Yes," Sophie replied.

"Ah," the Doctor muttered and turned to her, "Well, I lied," and Sophie arched a 'you don't say,' brow at him, the corners of her lips twitching upwards ever so slightly as the Doctor continued, babbling an explanation, "Every so often, something does happen on the moon, and every so often that something goes wrong… dunno yet if this is gonna be the former or the latter."

"Alright, everyone back to bed," they heard a woman call and the pair looked over to see the medical student from earlier, Jones walking into the ward as she addressed the panicking patients with a forced calm, "We've got an emergency but we'll sort it out," Jones continued reassuringly as she attempted to calm the patients.

The Doctor pulled the curtain shut around the bed and Sophie glanced over at him, before swiftly turning away so that her back was to him at seeing the Time Lord pull his clothes out from under the hospital bed with one hand the other going to the buttons of his pyjama shirt. A flush heating her cheeks as she heard the soft sound of rustling clothes behind her as the Doctor got changed. She'd known he wanted to get dressed but… well, she'd assumed that she'd be on the other side of the curtain! She gave herself a bit of a mental shake, he was just getting changed and she had her back turned so she couldn't see anything… but honestly, couldn't he have nudged her out first or something, not just close the curtains around them both…? Her brow scrunched as her teeth sank into her lower lip as her heart beat faster in her chest and her stomach flip-flopped about her insides oddly once again.

The Doctor glanced over at her turned back with fond amusement as he donned his tie, before shrugging on his jacket and doing up a few of the buttons as he stepped towards her, "Ok, I'm done," he told her as he touched a hand to her shoulder, some of his amusement colouring his tone, and Sophie turned taking in the blue pinstripe suit he was wearing. The Doctor's expression turned smug as he smirked as she continued to eye him up and down, "You decided yet?"

Sophie blinked as her eyes lifted to his face, her brow scrunching again, now with mild confusion, "Decided what yet?"

"Whether you like this suit or not," the Doctor replied, still smirking as he recalled how she'd stared earlier in the console room when she'd first stepped into it to see him wearing this blue one instead of the brown.

"Oh," Sophie blinked, before she shrugged lightly, "I already know that I like it," she stated, the suit looked good on him, just like the brown one did. She blinked again as the Doctor's smirk grew a bit more and he adjusted his tie.

"So, you're just staring then?" he mused smugly.

"Well, no," Sophie murmured, tugging a bit awkwardly at the ends of her hair as she continued, cheeks flushing again slightly, "I'm trying to decide which I like better, the brown or the blue," she admitted, forcing herself to release the abused ends of her hair a moment later as she realised what she was doing.

"Oh," the Doctor hummed still rather smug, "Reached a verdict yet?" he asked as he started for the curtains.

"The jury's still out," Sophie replied the flush starting to recede from her cheeks again, "But," she shrugged again eyeing the back of his blue suit as she followed him over to the curtains, "I think I'm leaning towards the brown."

"Good to know," the Doctor mused and Sophie blinked at him a questioning brow arching at him in response, something that the Time Lord ignored as he reached for the curtain, the smug foxy smirk still quirking up his lips, only to pause as the conversation going on beyond the curtains reached them.

"It's real," they heard Jones say, "It's really real. Hold on!"

There was a short silence then, "Don't!" another female voice sobbed, one of the students from earlier Sophie thought, "We'll lose all the air!"

"But they're not exactly airtight," they heard Jones point out, "If the air was going to get sucked out it would have happened straight away, but it didn't. So how come?"

The Doctor pulled open the bed curtain, "Very good point!" he exclaimed and Sophie smiled a bit in amusement at his dramatics whilst Jones and another woman who'd been staring out a nearby window turned to look at the two of them, "Brilliant, in fact," the Doctor continued eyeing the young woman, "What was your name?"

"Martha," Jones replied.

"And it was Jones, wasn't it?" the Doctor asked and Martha nodded, "Well then, Martha Jones, the question is, how are we still breathing?"

"We can't be!" the other woman sobbed.

"Obviously we are," the Doctor sniped impatiently as his gaze went to the other young woman, "So don't waste our time."

Sophie shot him a disapproving look, half tempted to bring her heel down on his toes, that woman was terrified, "Don't be rude."

The Doctor glanced at her and nodded, "I'll try," he responded airily before he turned back to Martha and Sophie narrowed her eyes on him slightly, blue eyes dubious. Somehow, she really didn't think he'd be trying all that hard, "Martha, what have we got? Is there a balcony on this floor, or a veranda, or…?"

"By the patients' lounge, yeah," Martha informed them.

Sophie smiled brightly, "Ooh, well, that's handy," she murmured, before she turned her gaze back to the Doctor.

"Brilliant!" the Time Lord exclaimed grinning at Sophie, "Shall we?"

"Yeah, always up for a bit of a moonwalk," Sophie commented lightly, her smile turning a bit nostalgic as she recalled her first trip to the moon and the Doctor laughed with fond amusement, brown eyes warm as he regarded her. His own mind going back to that quick jaunt to the moon, watching her jump about, enjoying the experience of weightlessness before he glanced back over at Martha who was staring at them.

The Time Lord eyed her contemplatively for a moment, "Fancy joining us?"

Martha smiled brightly at the pair, "Ok," she agreed immediately and Sophie's lips quirked up into another smile.

"We might die," the Doctor warned as he raised his brows, Sophie glancing at him, one of her own brows quirking at him.

"We might not," Martha rebutted with raised brows of her own.

Sophie's smiled widened into a bit of a grin, "Good answer," she laughed lightly and the Doctor nudged her a little an appreciative grin of his own curling up his lips.

"Brilliant!" he nodded in agreement, "Come on," he urged them, taking Sophie's hand in his interlacing their fingers in an almost absent motion, "Not her," he added pointing a finger rather rudely at the other woman, "She'd hold us up," he turned and started off after Martha as she led them towards the balcony as the frightened woman sobbed and sniffled behind them, feeling completely overwhelmed by what had happened.

"You were rude again," Sophie sighed as she shot the Doctor a look.

"It was true though," the Doctor responded and his hand tightened about hers briefly as she grimaced, silently acknowledging that he had a point.

"Didn't have to be rude about it, though," Sophie muttered.

The Doctor glanced at her, "Was I really that rude?" Sophie brought up her free hand and indicated a space between her thumb and forefinger, "Ah," he hummed lips quirking up as he eyed the space indicated, "So, not all that rude then."

"For you," Sophie quipped.

"Oi," the Doctor protested lightly with a bit of a pout, earning a small amused smile from the petite brunette, one he returned as they continued to follow Martha towards the balcony by the patients' lounge.

 ***O*O*O***

Martha pushed open the glass doors that led out to the balcony and the three of them stepped out onto the balcony and breathed, "We've got air!" she looked around with confusion and no little awe she was standing out on a balcony on the moon and was breathing, "How does that work?" she wondered aloud.

"Just be glad it does," the Doctor murmured in response as the three of them walked out to the edge of the balcony.

"Some kind of air shell?" Sophie suggested, glancing from the view of space the balcony offered to the Doctor.

"Perhaps," the Doctor murmured a bit pensively.

"I've got a party tonight," Martha murmured staring out over the balcony, before glancing at the two she was with, "It's my brother's twenty-first," she explained, "My mother's going to be really… really…" she broke off her voice wavering slightly as the thought crept in that she might not make it home again to see them.

"You ok?" the Doctor asked, eyeing her with concern.

"Yeah," Martha murmured a little weakly.

"You sure?" Sophie asked gazing at the other woman with equal concern, recalling how she'd felt the first time she'd seen the Earth like that.

Martha took a steadying breath "Yeah," she repeated, the word coming out stronger this time.

"Want to go back in?" the Doctor asked her.

"No way," Martha scoffed at him, "I mean," she quickly added, "We could die any minute, but all the same," she looked back up at the Earth, "It's beautiful."

Sophie nodded her agreement, bells chiming gently, her eyes returning to the view of the Earth as the Doctor asked, "You think?"

"How many people want to go to the moon?" Martha questioned with excitement, though still a bit apprehensive.

"Ooh, lots," Sophie replied and smiled as she glanced over at Martha, "Me included."

Martha grinned in return and nodded having wanted to herself, "And here we are!" she exclaimed and Sophie laughed lightly.

"Yeah, here we are," she agreed, turning her gaze back out over the surface of the moon, honestly it was just a beautiful as she remembered it being with all its unique rocky craters.

"Standing in the Earthlight," the Doctor murmured softly as he leaned against the ledge of the balcony, resting his arms against it.

"Not a bad light to be standing in," Sophie commented lightly as she rested her gloved hands against the ledge and the Doctor glanced over at her. The two exchanging a smile as their eyes met.

"Not bad at all," the Doctor agreed and the three lapsed into a brief silence as they stared up at the Earth.

"What do you think happened?" Martha asked, turning her eyes from the planet to look at the two she was with.

"What do you think?" the Doctor countered.

"Extraterrestrial. It's got to be," Martha shrugged at them as they smiled at her, "I don't know, a few years ago that would have sounded mad, but these days? That spaceship flying into Big Ben, Christmas, those Cybermen things. I had a cousin, Adeola. She worked at Canary Wharf. She never came home."

"I'm sorry," the Doctor murmured his smile fading.

"Very sorry," Sophie murmured, her own smile disappearing.

"Yeah," Martha sighed with a slight sad nod, she was very sorry too, even as she eyed them wondering at the change in their demeanour.

"We were there," the Doctor murmured lowly in explanation and Martha stared at the two of them her eyes widening a bit, "In the battle."

Martha sucked in a deep breath steadying breath, determination setting in, "I promise you, Mr. Smith, Mrs. Smith, we will find a way out. If we can travel to the moon, then we can travel back. there's got to be a way."

"It's not Smith," the Doctor told her as he straightened up, lips curving into a small smile again, "That's not my real name."

"Not mine either," Sophie told her, her expression apologetic for having lied, "And, we're not really married."

"Oh…" Martha blinked with mild surprise eyeing the pair of them, a brow quirking up, "So… just a couple then?"

Sophie blinked at the question, "No," she shook her head and smiled, "We're friends, we travel together," she explained.

Martha stared visibly surprised, "Oh…" she murmured, glancing to Mr. Smith and back again, she could have sworn…

The Doctor grimaced slightly at the questioning, he was trying! It was hardly his fault things kept getting in the way of his attempts to confess to his brilliant but clueless Sparks… if things and people and sentient spaceships would stop interrupting already… he mentally whinged.

Martha gave herself a bit of a shake, now probably wasn't the time to be pondering over whether or not the two in front of her were together or not, "Ok, so… who are you then?" she continued to eye them, "Sparks and Smith who?"

Sophie grimaced and shot a look at the Doctor who quickly interjected, before the petite brunette could say anything, "No, no, don't do that," he told Martha firmly and the young woman eyed him with confusion now.

"Don't do what?" Martha asked, she was only asking them their names.

"That's a me only thing," the Doctor stated firmly and Martha quirked a brow as she glanced from him to the woman standing beside him.

"Sophie," Sophie murmured as she focused her gaze back on Martha smiling at the other woman as she introduced herself properly, "My names Sophie Connolly."

"Right…" Martha murmured as she flicked her gaze from one to the other trying to work them out once more, "Ok," she muttered and nodded a bit before she turned her gaze back to Smith, "And you are…?"

"The Doctor," the Time Lord replied.

"Me too," Martha replied, before muttering with a slight grimace, "If can pass my exams," she spoke up again, "What is it then, Doctor Smith?"

"Just the Doctor," he corrected as he started across the balcony to the other end of the ledge to have a bit of a look.

Martha quirked a confused brow as she eyed him, "How do you mean, just the Doctor?" she questioned.

"Just… the Doctor," the Time Lord repeated.

Sophie shook her head at him with mild amusement, she swore that he enjoyed being deliberately vague and elusive, she turned her eyes to Martha, "It's what people call him," she explained.

"Yep," the Doctor agreed.

Martha arched an incredulous brow, her eyes going back to the Doctor, "What, everyone just calls you the Doctor?"

"Yeah," he nodded, a brow quirking at her, hadn't they just told her so?

"Well, I'm not," Martha stated firmly, eyeing him, "As far as I'm concerned, you've got to earn that title."

The Doctor smiled, "Well, I'd better make a start, then."

Sophie smiled in amusement as the Doctor bent down to pick up a pebble, "I think that was a challenge accepted," she mused.

The Doctor shot her an amused smirk as he straightened up, "Let's have a look," he tossed the pebble and the three watched as it hit against some sort of invisible wall and bounce off, "Well, Sparks, it's not an air shell," he murmured as he considered what they'd seen, "More of some kind of forcefield keeping the air in."

Sophie's brow scrunched uneasily as she stared at the space they now knew an invisible forcefield was located... keeping in their limited air supply, fear twinged in her gut and she swallowed against it.

"But if that's like a bubble sealing us in," Martha frowned, "That means this is the only air we've got. What happens when it runs out?"

"How many people in this hospital?" the Doctor asked as he turned his head to look at her.

"I don't know," Martha shrugged as she turned to him, brow furrowed slightly in thought, "A thousand," she roughly estimated.

"One thousand people. Suffocating," the Doctor replied quietly, his brow furrowing heavily at the thought of it.

' _Don't think about it!'_ Sophie urged herself, trying to just focus on the fact that for now they were breathing easily and not the fact that every breath she and a thousand others took used up their remaining air… _'Oh, really don't think about it,'_ she scolded herself and then felt a hand come to rest over hers where it was resting against the balcony and she glanced at the Doctor to see him staring at her, brown eyes apologetic.

' _Sorry, I forgot,'_ he projected sincerely, it had completely slipped his mind that she had a phobia of not being able to breathe.

Sophie offered him a small smile, her fear receding as their eyes met and his hand squeezed hers comfortingly, _'It's ok,'_ she replied shifting her hand under his slightly so that she could squeeze back, _'I'm ok,'_ she assured him.

"Why would anyone do that?" Martha asked frowning heavily as she tried to fathom the reason behind doing something like that.

"Heads up!" the Doctor called to them as he looked up, "Ask them yourself," and Sophie and Martha looked up to see three massive columnar spaceships passing overhead descending down, landing on the surface of the moon, just outside of the forcefield surrounding the hospital, rows of beings marching out of the spaceships towards hospital.

"Aliens…" Martha breathed, her eyes widening as she stared down at the rows of approaching beings, "That's aliens. Real, proper aliens."

"Judoon," the Doctor muttered.

Sophie pulled her gaze from the approaching aliens that were marching towards the hospital, "Are Judoon the type of alien that'd watch us suffocate to death?" she asked quietly, the question leaving her almost without permission.

"Well," the Doctor murmured still staring at the marching rows, "That depends…"

Sophie swallowed, unsure if she really wanted to know, but asking anyway, because she couldn't not, "On?"

The Doctor pulled his gaze from the Judoon to look at her, his brow furrowed, "Why they came," he told her in all seriousness.

 ***O*O*O***

Mr. Stoker stood at a window in his office, holding binoculars up to his eyes peering through them down at the steadily approaching aliens below, "Mr. Stoker?" he heard an elderly female voice call from behind him and he lowered the binoculars and turned to her, "I'm sorry," she continued stepping into his office, "I didn't know who else to ask, but can you help me?"

"I think we've gone beyond aspirin, Miss… ah…" Stoker trailed the elderly patient's name escaping him.

"Finnegan," she told him.

"What are names now," Stoker sighed, "When something unnameable is marching towards us across the moon? Two more years, I thought. Two more years and then retire to Florida, but there is Florida, in the sky, I can see it. My daughter, she's still in university, I am never going to see her again."

"But I need your help, Mr. Stoker," Finnegan cut in.

Stoker shook his head, "I can't do anything."

"Oh," Finnegan smirked, "I think you can," she informed him and Stoker frowned as two men clad in black leather entered behind her.

"What do you two want?" he demanded, eyes narrowing with suspicion, "It's a bit too late to sign for anything."

"These are my lovely boys," Finnegan shrugged, "I prefer not to get my hands dirty."

"I'm sorry?" Stoker asked confused, his eyes returning to Finnegan the elderly woman flanked by the two leather clad men.

"You see, there are great test to come, and terrible deeds, some of them my own," Finnegan explained, "But if I am to survive this, I need you."

"What are you talking about?" Stoker demanded, frowning.

"Blood," Finnegan elaborated, "Specifically, yours," she snapped her fingers and the two men moved past her, advancing upon him.

"What are you doing?" Stoker demanded tersely as the men grabbed him by the arms, "What are you doing? Well, let go of me!" he snapped trying to jerk free but failing, their hand tight about his arms, "What the hell? Let go!"

"You see," Finnegan continued stepping towards him herself, "I was only salt deficient because I am so very good at absorbing it. Now I need fire in my veins, and who better than a consultant, with blood full of salty fats and vintage wines and all those Michelin star sauces."

Stoker stared at her, eyes wide and mouth slightly agape in shock and fear, "Who are you?" he demanded.

"Oh, I'm a survivor, Mr. Stoker," Finnegan replied and looked away as she started digging through her purse, "At any cost. Look!" she turned back to him as she found what she was looking for, "I even brought a straw," she held up the white straw, showing it to him. She started back over to him, straw held up menacingly and Stoker screamed.

 ***O*O*O***

The Doctor, Sophie and Martha crouched down behind a potted plant on the second floor overlooking the reception area as the Judoon entered the hospital, the people on the level below screamed in fear and ran, sprinting for cover, most attempting to hide behind chairs in the waiting area as the aliens advanced into the reception area.

Sophie eyed the aliens with mild surprise, recognising the armour they were wearing from her dream now that they were closer and under the artificial lights of the hospital. Her brow scrunched slightly as one, the leader she guessed, took off its helmet revealing the rhinoceros-like head beneath.

Except… she frowned a bit harder, if the Judoon were the aliens in the dream she had. And she was certain now that they were. Where was that drum-like beat? The drums had been all over that dream, they'd been the first thing she'd become aware of and the sound had been the last thing to tamper off as she woke, the rhythmic beat lingering in her ears almost eerily and yet she hadn't heard any drumming at all, or even anything that remotely resembled a drum or even the rhythm of it…

She didn't have long to ponder the absence of the drums however, as the Judoon leader spoke, drawing her full attention back to what was going on below them.

"Bo sco fo do no kro blo co sho ro!" the untranslated words of the Judoon leader rang loudly through the area, it's red eyes scanning over the reception area.

Morgenstern stepped forward, "We are citizens of planet Earth," he addressed the Judoon and Martha shifted a little anxiously as she watched her fellow medical student, "We welcome you in peace…" Morgenstern broke off as the Judoon leader suddenly turned and pressed him up against the wall in a sudden unexpectant motion , shining a blue light in his face, "Please don't hurt me," he pleaded, his arms held up in surrender and eyes wide with fear, "I was just trying to help. I'm sorry, don't hurt me. Please don't hurt me."

"Doctor?" Sophie questioned quietly, glancing from what was happening below them to the Doctor with concern.

"It's alright," the Doctor assured, "They're just getting a language sample, for assimilation. See," he nodded down to what was happening and Sophie and Martha who glanced at him at the question looked back down just as the Judoon played back a recording of Morgenstern's voice, before plugging the device into a socket on his neck.

"Language assimilated," the Judoon leader called now in English, "Designation Earth English. You will be catalogued," he stated before he shined a blue light onto Morgenstern's face again, "Category human," he declared before marking a cross on the back of Morgenstern's right hand, "Catalogue all suspects," the Judoon ordered and the other Judoon started forward moving to catalogue those closest to them, marking them as human and not the one they were looking for.

"Oh, look down there," the Doctor murmured with a smile as he spotted something he hadn't noticed on the way in the day before and pointed discreetly from behind the potted plants they were using to hide, "They've got a little shop," he commented diverted by the rather pleasant discovery, the hospital didn't seem so bad now. Still creepy as all hospitals were but definitely not as bad as he'd originally assumed, "I like a little shop."

"You and your little shop," Sophie rolled her eyes both exasperated and amused, it didn't really seem like the time.

"Never mind that!" Martha hissed as she glanced at him, "What are Judoon?"

"Galactic police. Well, police for hire," the Doctor corrected, "They're more like interplanetary thugs."

Sophie grimaced at that, frowning down at the Judoon, ' _That was great, just great.'_

"And they brought us to the moon?" Martha frowned turning her gaze to the Doctor, confused as to why they'd gone to the trouble.

"You would think it'd be easier to just fly their spaceships down to the Earth then scoop an entire building and everyone inside it up onto the moon," Sophie murmured, looking from the Judoon to the Doctor.

"Neutral territory," the Doctor explained as he glanced at them, "According to galactic law, they've got no jurisdiction over the Earth, and they isolated us. That rain? Lightening? That was them, using an H2O scoop."

Martha arched a brow, eyeing the Doctor with some amusement, "What are you on about, 'galactic law'? Where'd you get that from? If they're police," she continued after a beat of silence the Doctor not having answered her question, "Are we under arrest? Are we trespassing on the moon or something?"

"No," the Doctor smiled amused, "But I like that."

"I don't think we're under arrest either," Sophie murmured, "Well, house… hospital arrest maybe," she amended pensively as she eyed the Judoon below.

"No," the Doctor murmured in agreement his brow furrowed. They weren't trespassing and they weren't under arrest either, not really, not yet anyway, "I wish it were that simple though."

"They're searching for something," Sophie frowned, blue eyes worried as she glanced at the Doctor, because whatever they were looking for, it didn't seem to be human.

The Doctor nodded, "They're making a catalogue. That means they're after something non-human, which is very bad news for me."

"Why?" Martha asked and the Doctor gave her a pointed look and her eyes widened, "Oh, you're kidding me…!"

Sophie arched a brow at Martha, "Why would he be kidding?" she asked, whilst the Doctor merely arched a brow of his own, still staring pointedly.

"Don't be ridiculous!" Martha scolded the both of them now, with a bit of a laugh, trying to wave it off, before her face fell as the both of them now just continued to look at her, "Stop looking at me like that!" she huffed.

The Doctor rolled his eyes, "Come on, then," he urged, taking Sophie's hand as he stood. Martha watched the two of them leave for a moment, shaking her head in disbelief, before she stood and hurried after them as in the reception area below the Judoon leader gave orders to his troops, his voice carrying up to them.

"Troop five, floor one. Troop six, floor two," he commanded, "Identify humans and find the transgressor. Find it."

The Doctor, Sophie and Martha pushed through a set of doors and entered the corridor beyond at a brisk run, needing to hurry.

 ***O*O*O***

"Prepare to be catalogued," the Chief Judoon ordered as he marched out of the reception area and into another corridor of the hospital.

"Do what they say," Morgenstern urged as he hurried along behind the alien, hoping to reassure the frightened patients and keep them calm and unharmed, "All they want is to shine this light thing, it's alright," he assured as the other aliens still with their helmets on moved to carry out their orders, "They don't mean to hurt us. Just listen to them."

A man frightened for his loved ones as they were grabbed by the Judoon snatched up a nearby jug and smashed it over the offending Judoon's head. The Chief Judoon paused, "Witness the crime," he called as he turned to the man, "Charge, physical assault. Plea, guilty. Sentence, execution," the Chief Judoon decreed before swiftly shooting the man, who screamed as the energy beam vaporised him.

Morgenstern stared at the alien with alarm, "You didn't have to do that!" he cried.

"Justice is swift," the Chief Judoon responded and Morgenstern flinched as the Judoon carried on down the corridor.

 ***O*O*O***

The Doctor sat in a chair in front of a computer in an office he'd ducked into, Sophie standing beside him, the both of them staring at the monitor as he held his sonic too it, the slender device buzzing away as he tried to get into the system.

"They've reached the third floor," Martha exclaimed as she ran into the office and then blinked at the strange device in the Doctor's hand, "What is that thing?"

"Sonic screwdriver," the Doctor replied, not looking at her as he continued to hold his sonic to the monitor.

"Well, if you're not going to answer me properly!" Martha huffed with irritation, arms folding across her chest.

"He did," Sophie told her as she glanced over at her and Martha blinked again irritation shifting into disbelief, they couldn't be serious, could they?

"It is," the Doctor insisted as he glanced over his shoulder and saw her continued scepticism, "It's a screwdriver and it's sonic. Look," he urged, holding it up for her to see for a moment, before turning back to the computer, the slender device whirring again.

"What else have you got," Martha smiled as she stepped a little closer, a bit amused now, "A laser spanner?"

"I did," the Doctor replied.

Sophie blinked surprised, "You did?" she questioned.

The Doctor glanced at her as he nodded, "I did," he agreed, "But it was stolen," he answered the silent question in Sophie's eyes as he turned his gaze back to the computer, "By Emily Pankhurst, cheeky woman," he muttered.

"And you never got it replaced?" Sophie asked, head tilting slightly as she regarded the Time Lord with curiosity.

"Cos, I have a sonic screwdriver, Sparks," the Doctor replied, and Sophie arched a brow, she wasn't sure why but something in the way he said it made her think that there was more to it than that, but then she could be wrong. Still it kind of looked like he was pouting slightly. In the next moment the Doctor wacked the monitor, "Oh, this computer!" he groused with frustration, "The Judoon must have locked it down. Judoon platoon upon the moon…" he sighed running a hand through his hair making it stick up rather messily, "'Cos we were just travelling past," he rambled and Sophie nodded in agreement as he babbled on speaking quicker and quicker, "I swear, we were just wandering. I wasn't looking for trouble, honestly, I wasn't," he pouted, he'd just been trying to confess to his Sparks, that's all! "But there were these plasma coils, and the lightening, that's a plasma coil, been building up for two days now, so I checked in. I thought something was going on inside. It turns out the plasma coils were the Judoon up above."

"Definitely wasn't expecting an H20 scoop to the moon," Sophie murmured a touch dryly and the Doctor nodded it'd been the last thing he'd been expecting too, in fact Judoon hadn't even crossed his mind.

"But," Martha frowned looking from the Doctor to Sophie and back again as she continued, "What were they looking for?"

"Something that looks human, but isn't," the Doctor replied as he turned back to the computer, fingers moving over the keys now.

"Like you, apparently," Martha murmured as she eyed the Doctor, still not sure if she really believed that he was an alien.

"Like me," the Doctor agreed, "But not me."

"Haven't they got a photo?" Martha asked.

"Probably not," Sophie murmured, her brow furrowed pensively, "I doubt they'd be making a catalogue if they did."

"Might be a shape-changer," the Doctor explained.

"Whatever it is, can't you just leave the Judoon to find it?" Martha questioned.

"If they declare the hospital guilty of harbouring a fugitive," the Doctor began seriously, "They'll sentence it to execution."

"All of us?" Martha exclaimed, her eyes wide with alarm as she stared at him as Sophie's eyes widened with horror.

"Oh yes," the Doctor nodded grimly and Sophie frowned uneasily as she returned her gaze to the monitor, her teeth sinking into her lower lip as the Doctor muttered, "If I can just find this thing first… Oh!" he exclaimed completely exasperated a moment later as the computer bleeped, "You see, they're thick! Judoon are thick! They are completely thick! They wiped the records," he ran a frustrated hand through his hair again mussing the strands further as he glared at the screen that was now flashing red with the Judoon symbol, "Oh, that's clever!" he huffed sarcastically.

"Well, that's just brilliant," Sophie muttered sarcastically, her uneasy frown deepening, "Why on Earth would they do that?"

"Cos they're thick," the Doctor repeated still glowering irritably at the monitor.

"What are we looking for?" Martha asked urgently.

"I don't know," the Doctor bemoaned with frustration, hand still making a mess of his hair, "Say, any patient admitted in the past week with unusual symptoms," he eyed the computer giving his hair a last frustrated tug, "Maybe there's a back-up," he muttered and reached for the computer, picking up his sonic screwdriver again.

"Just keep working," Martha said as she turned starting for the door, "I'll go ask Mr. Stoker, he might know," she slipped through the door.

"Sparks," the Doctor murmured as he pulled open the back of the computer revealing the hardware within, "Keep an eye on the monitor for me," he requested, shifting his hold on the monitor so that she could see as he frowned at the 21st century technology as he concentrated on it, his sonic whirring to life again, blue tip glowing as he set to back to work, "Let me know if there's any change."

"Sure," Sophie agreed with a nod, shifting a bit so that she could easily see the monitor from its new position in his arms, focusing her attention on the screen that was still red tinted and displaying the Judoon symbol.

"And Sparks," the Doctor spoke again a moment later and upon feeling his eyes on her Sophie turned her gaze from the screen to look at him, their eyes meeting, "I'll get us out," he promised, he wasn't losing her.

Sophie's lips quirked up into a small smile, "I know," she murmured and the Doctor grinned suddenly feeling bolstered and lighter at her belief in him and the sonic whirred again as he zeroed in on what he was doing, more determined than ever to find a back-up.

 ***O*O*O***

Martha ran down the corridor, heading straight for Stoker's office. She knocked urgently on the door once before grasping the handle and starting to push it open, in too much in a hurry to wait for a response from the man she really hoped was in his office, "Mr. Stoker?!" she called as she entered the office. Her eyes almost immediately landed on the pair of feet that were poking out from behind the desk, before she looked up as two men dressed in black leather stood, helmets covering their heads, before the elderly patient Florence Finnegan rose, a bloody straw hanging from her mouth, eyes wide as they stared at each other in shock for a brief moment.

"Kill her!" Finnegan ordered as Martha spun on her heel and dashed from the room, the men in black leather giving chase.

Martha navigated the corridors and made it back to the administration office the Doctor and Sophie were in just as the Doctor stepped out of it, "I've restored the back-up," he exclaimed proudly a bit of a grin quirking his lips as Sophie appeared in the doorway behind him.

"I found her!" Martha gasped, trying to catch her breath a bit from her frantic run, her eyes still wide with fear as she stared at the pair of them.

"You what?" the Doctor exclaimed with a frown, grin all but evaporating from his face as he looked past Martha to see two men clad all in black swiftly striding down the corridor after the young medical student.

"Oh bugger…" Sophie breathed her own eyes landing on the men that were stalking ominously towards them.

"Run!" the Doctor ordered, his hand grasping Sophie's as he turned and the three of them took off down the corridor at a sprint.

They turned into a stairwell, running down them, the men in black starting down the stairs after them, only to jerk to a halt at seeing a troop of Judoon, as the aliens turned a corner on the stairwell stomping up the stairs towards them. They backed up a bit, before dodging through a door and into a corridor on the fourth floor, racing down it, all but skidding around corners as they dashed through the hospital floor, one of the two black clad men hot on their heels as he pursued them with a single-minded purpose.

The trio dashed around another corner and straight into the radiology room, the Doctor turned and slammed the door closed in the black clad man's face, swiftly locking it with a quick buzz of his sonic, before he turned to the x-ray machine hurrying over to it, "When I say 'now', press the button," he called over his shoulder to Sophie and Martha.

"But, I don't know which one," Martha protested, staring after the Doctor with eyes that were wide with alarm.

"Well, we'll just have to find it then," Sophie muttered, not having a clue herself and turned, starting for the back room as the Doctor shouted over his shoulder.

"Then find out!"

"Already on it!" Sophie shouted back to him a moment before she slipped into the back room, Martha a step behind her.

"Good!" the Doctor muttered more to himself as he started messing with the x-ray machine whilst Sophie and Martha flipped hurriedly through an operator's manual, that the medical student had pulled down off a shelf, their eyes scanning the pages as the man outside the door battered against the door, trying to get in.

Sophie glanced up at the door anxiously, there was too much information to go through and too little time! She scanned her eyes over the controls the man outside the door still battering away as the Doctor soniced the x-ray machine. Her gaze landed on a large button and she nodded at it, "That one!" she exclaimed.

Martha looked up sharply from the manual, her eyes going to the button Sophie had spotted, "How do you know?" she asked anxiously, if they got it wrong… she glanced nervously towards the door that was going to give way any moment now.

"I don't!" Sophie cried with desperation, her heart pounding as her mind raced with everything could go wrong if it wasn't the right button, "But it's big and yellow and looks important!" and Martha's gaze turned incredulous as she stared at her. Sophie grimaced, knowing that it wasn't the best criteria to be basing a choice off of and oh God, if she was wrong…! But then the man broke into the room practically battering the door off its hinges in the process and the two women turned to stare at him through the glass as he advanced into the room.

"Now!" the Doctor shouted as he turned the machine aiming it at the man and with no other viable option Sophie and Martha reached for the button, both hoping that it was the right one, their hands landing on top of each other as they slapped the button down and the x-ray machine lit up, a beam of radiation zapping from it, hitting the man full force and making the Doctor's skeleton visible for a moment, before the man fell face first onto the floor, unmoving.

"What did you do?!" Martha exclaimed as she gaped at him through the glass, the x-ray machine powering down.

"Increased the radiation by five thousand percent," the Doctor replied calmly, staring down at the unmoving form.

"Of course, you did," Sophie muttered as she eyed the Doctor through the glass, her brow scrunched with concern as the Doctor continued casually.

"Killed him dead."

"But," Martha protested her eyes still wide, though with concern and alarm now, "Isn't that likely to kill you?"

"Nah," the Doctor shook his head and Sophie felt tension leave her frame and her lips quirked up into a relieved smile, bells chiming merrily as she shook her head at him as he continued, "It's only roentgen radiation. We used to play with roentgen bricks in the nursery. It's safe for the two of you to come out. I've absorbed it all," he told them and Sophie moved for the door, Martha following her, "All I need to do is expel it," the Doctor continued, starting to fidget about a bit as Sophie moved across the room towards him, "If I concentrate I can shake the radiation out of my body and into one spot," he explained as he started to jump on the spot and Sophie watched him with amusement whilst Martha stared at him incredulously.

"It's in my… left shoe," he muttered glancing down, before he started hopping about on his right foot, kicking his left back and forth, "Out, out, out, out, out. Out, out," and Sophie's amused smile turned into a grin, a low giggle escaping her as he continued hop and bounce about on his right foot, arms flailing for balance as he jiggled his left, "Ah, ah, ah, ah. It is, it is, it is, it is, it is hot!" he complained, "Ah, hold on…" he trailed as he pulled off his shoe, sock and all and chucked it into a nearby dustbin, "Done," he exclaimed turning to look at them with a grin.

Martha shook her head, staring at the Doctor with a mixture of bemusement and disbelief, "You're completely mad."

The Doctor blinked at her and then glanced down at his feet, "Right," he muttered quite seriously, "I look daft with one shoe," and with that he pulled off his remaining shoe along with his sock and dumped it into the dustbin with the other one, "Barefoot on the moon," he proclaimed with another beaming grin.

"Yeah," Sophie agreed with amusement, blue eyes shining with it as she looked up from the Time Lord's bare feet as he wiggled his toes against the cool hospital floor, "Completely daft," she chuckled, returning the Doctor's grin.

Martha eyed them for a moment, before she moved over to the figure clad in leather, "So, what is this thing?" she asked drawing their attention to her, "And where's it from, the planet Zovirax?" she jested.

"It's just a Slab," the Doctor replied stepping over to it himself.

"Slab?" Sophie murmured questioningly as she came up on the other side of the Doctor to Martha, peering down at the leather clad figure.

The Doctor nodded, "They're called Slabs," he said explanation, "Basic slave drones, see? Solid leather, all the way through," he explained as he indicated one of the Slabs arms, "Someone has got one hell of a fetish."

"It came with that woman Mrs. Finnegan," Martha started to explain as the Doctor turned and walked back over to the x-ray machine, "It was working for her. Just like a servant," she continued as the Doctor pulled his sonic out of the x-ray machine.

"My sonic screwdriver," the Doctor bemoaned as he looked it over, the slender device completely fried.

"She was one of the patients, but…" Martha continued trying to explain as Sophie whose attention had been caught by his tone of voice wandered over to the Doctor.

"Oh no…" Sophie murmured as she caught sight of the slender device the Doctor was cradling between his hands.

"My sonic screwdriver!" the Doctor repeated mournfully.

"She had a straw like some kind of vampire…" Martha attempted to continue her explanation, only to be ignored.

"I loved my sonic screwdriver!" the Doctor lamented to Sophie, the petite brunette giving his arm a sympathetic pat in response as she stared rather forlornly down at the poor burnt out sonic screwdriver.

"Doctor! Sophie!" Martha snapped with exasperation and the two spun to her with guilty expressions.

"Sorry," the Doctor apologised sheepishly.

"Really sorry," Sophie apologised equally sheepish as the Doctor tossed the burnt out sonic screwdriver over his shoulder.

"You called me Doctor," the Time Lord smiled brightly, before he nudged Sophie rather thrilled, "I think that makes it a challenge accomplished, Sparks."

"Anyway!" Martha exclaimed with exasperated urgency, and hurried on whilst the man was still focused, "Mrs. Finnegan is the alien. She was drinking Mr. Stoker's blood."

"Funny time for a snack," the Doctor commented, brow furrowing pensively.

Sophie glanced at him, mentally agreeing that it was an odd to time for a snack, she frowned minutely in thought, "Well, what if she had to eat before she could?"

The Doctor glanced at her shaking his head, "No," he paused, brow furrowing deeper, "Unless, no. Yes, that's it, wait a minute," he muttered, his still mind still racing through all the varying possibilities, "Yes!" he exclaimed, "Ha! Sparks you're brilliant!" he grinned pulling her into a sudden hug, "Shape-changer!" he exclaimed releasing her, "Internal shape-changer! She needed blood before she could hide, but she wasn't drinking it, she was assimilating it."

 ***O*O*O***

Florence Finnegan stepped out of Mr. Stoker's office discreetly wiping at the corners of her lips as Judoon stomped about the corridor.

"Prepare to be catalogued," the Chief Judoon ordered and scanned its device over the persons face, as members of his troop did the same to the others in the corridor, "Human."

Florence stood calmly as the Judoon approached her and lifted its device, shining the blue light onto her face…

 ***O*O*O***

"If she can assimilate Mr. Stoker's blood, mimic the biology, she'll register as human," the Doctor explained, talking fast, "We've got to find her and show the Judoon. Come on!" he called grabbing Sophie's hand as the three of them sprinted for the door.

 ***O*O*O***

"Human," the Chief Judoon declared and drew a cross on Florence Finnegan's hand, and Florence smiled down at it as the Judoon stomped away from her.

 ***O*O*O***

The Doctor, Sophie and Martha crouched down behind a water dispenser watching as the other Slab walked past them, "That's the thing about Slabs," the Doctor muttered staring after it, "They always travel in pairs."

"What about the two of you?" Martha asked, glancing from the Slab to Sophie and the Doctor, the pairs hands still clasped together.

"What about us what?" the Doctor asked slowly turning his head to look at her, staring at her blankly.

"Well, haven't you got back up?" Martha asked, "Or, or, something? Or," her gaze skirted down to their joined hands again, before she returned her gaze back to their faces, "Is it just the two of you?" she questioned.

Sophie arched a quizzical brow at her, "Why are you asking about back up all of a sudden?" she asked as the Doctor shook his head.

"Uh. Humans," he scoffed with exasperation, "We're stuck on the moon running out of air," Sophie winced minutely at the reminder having been trying hard not to think about it, "With Judoon and a bloodsucking criminal, and you're asking personal questions? Come on."

"I like that," Martha muttered musingly as they slowly stood eyeing the Doctor with a bit of amusement, "'Humans'. I'm still not convinced you're an alien."

Sophie blinked at her in surprise, "Really?" she asked as they stepped out into the adjoining corridor only to come face-to-face with the Judoon that had been walking down it, _'Oh bugger,'_ she thought as she inhaled sharply with surprise as it promptly scanned the Doctor with its blue light.

"Non-human," it reported.

"Oh, my God!" Martha exclaimed wide-eyed, "You really are!"

"And again!" the Doctor shouted and turned, his grip shifting on Sophie's hand as he grabbed Martha and the three of them sprinted down the corridor, ducking around the corner just as the Judoon opened fire on them, the three of them ducking instinctively as they continued to run.

They raced up a flight of stairs, and slammed a door shut, locking it behind them. Stepping out into a corridor a moment later where people where lying slumped on the ground struggling to breathe crosses marking their hands. Sophie swallowed heavily at the sight of them, _'Don't panic…'_ she told herself, _'Panicking will only use up more air and make it harder to breathe,'_ she reminded herself firmly tamping down on the swell of fear, and felt the Doctor's hand squeeze about hers, making her glance at him, she must have projected that she realized with an internal sigh as his consciousness brushed against hers, she honestly hadn't meant to. She was grateful for it though all the same and she squeezed back, returning the mental gesture with a whisper of an apology.

"They've done this floor," the Doctor observed thumb caressing over the back of Sophie's gloved hand, "Come on," he urged and they started walking, "The Judoon are logical and just a little bit thick. They won't go back and check a floor they've checked already. If we're lucky."

"Let's hope we're lucky then," Sophie murmured and the Doctor nodded as Martha paused by her fellow student Swales.

"How much oxygen is there?" Martha asked her as she knelt down with her.

Swales shook her head, "Not enough for all these people," she murmured with despair as she looked at Martha, "We're going to run out."

Sophie flinched slightly and let out a slow breath, trying to not focus on how thin the air was becoming. The Doctor eyed her with concern, "Sparks," she glanced at him, "You alright?"

Sophie nodded determined not to let her fear control her, "Yeah," she murmured truthfully, squeezing his hand, she was still breathing relatively easily despite all the running they'd had to do, "But," she glanced around at the people that were really struggling to breathe, "We should really hurry."

The Doctor nodded with relief before he turned to Martha, "How are you feeling?" he asked, "Are you alright?"

Martha nodded with a smile, "I'm running on adrenaline."

Sophie let out a low amused sound, focusing on the feel of the Doctor's hand around hers and the conversation and not on the thinning air, "Sounds about right," she murmured her lips quirking up in a returning smile.

"Welcome to my world," the Doctor replied with a smile of his own.

"What about the Judoon?" Martha questioned.

The Doctor shook his head, "Ah, great big lung reserves," he replied as he glanced about, "It won't slow them down," he focused back on Martha, "Where's Mr. Stoker's office?"

"It's this way," Martha replied with a gesture before she turned and led them on down the corridor towards it.

They stepped into the office a couple of moments later and Martha frowned as she looked around, "She's gone. She was here."

"She got what she wanted," Sophie murmured softly as she followed the Doctor further into the room her eyes on the pale lifeless body of Mr. Stoker as he stared up sightlessly at the ceiling, blue eyes sad.

"Drained him dry. Every last drop," the Doctor observed as he crouched down by the body, brow furrowed, "I was right. She's a plasmavore."

"What was she doing on Earth?" Martha asked.

"Hiding," the Doctor replied, "On the run. Like Ronald Biggs in Rio de Janeiro."

"Probably thought she'd be save enough here," Sophie muttered, her brow furrowed slightly, "What with Earth being outside of the Judoon's jurisdiction."

"What's she doing now?" the Doctor questioned thinking aloud, "She's still not safe. The Judoon could execute us all," he jumped up, "Come on," he called as he started for the door, hand snagging Sophie's to pull her into motion as she hesitated by the body, brow still furrowed, mind racing as he thought.

"Wait a minute," Martha called bringing him up short and he turned, he and Sophie looking back as Martha stepped up to Mr. Stoker and kneeling down a moment to close his eyes, before she stood and started for the door, following the Doctor and Sophie back out into the corridor.

"Think, think, think," the Doctor muttered as they walked along the corridor, "If I was a plasmavore surrounded by police, what would I do?" he muttered, before he looked up, his gaze landing on a sign for the MRI, "Ah," he murmured, "She's as clever as me," he mused, "Almost."

"Find the non-human," the Judoon ordered from behind them and the three looked over hearing the stomping Judoon, but not yet seeing them, "Execute."

"Looks like we didn't get lucky," Sophie muttered.

The Doctor ran a hand through his hair, his eyes going to Sophie and Martha, "You two stay here," he told them and Sophie turned to look at him, "I need time. You two are going to have to hold them up."

"How do we do that?" Martha asked with a frown as she turned to him.

The Doctor didn't answer her as he focused on Sophie, the petite brunette blinking up at him with those eyes of hers, "Sparks," he said urgently, "I'm sorry," he apologised hating the fact that it was this moment. A moment where he had so little time to get it right to make sure that she understood, truly understood, "Look at me," he urged and he grasped her by her arms as their eyes met, his brown eyes staring intently into hers, "I need you to listen to me, Sparks, really listen to me," she nodded up at him, brow scrunching minutely in confusion and sure that she was listening, really listening the Doctor hurried on, "This means something," he told her urgently and Sophie found herself giving him another tiny nod, eyes locked with his, "Honestly, Sparks, this really _means_ _something_!" he stressed to her once more, before he released her arms, and cupped her face in his hands, her eyes widening and a soft startled squeak escaping her as he kissed her, long and hard, determined to make sure that she really understood, that she couldn't mistake it for anything than what it was. He lingered as long as he dared, hating that he couldn't savour the moment, this really wasn't how he'd envisioned the moment he'd kiss her again. He pulled back with reluctance, Sophie's eyes snapping open to stare at him widely, mouth agape and her breathing heavy, "It means _something_ ," he reminded her one last time for good measure, before he forced himself to turn and dash away.

"That was definitely something," Martha murmured staring after the Doctor, unable to help but feel disappointed that there truly was something more apparently going on between the Doctor and Sophie then just friendship.

Sophie continued to gape, her eyes wide with shock, her heart pounding against her ribcage as her mind raced as she tried to wrap her head around the foreign idea, her lips still tingling from the contact with his and her stomach flip flopping about oddly, "Oh…" she breathed weakly. He actually… she swallowed, he… she swallowed again, mind continuing to race, "I'm such a dunce!" she whispered.

Martha turned her head back to look at Sophie, brows raising at the low exclamation, taking in the shock still lingering openly on her face.

 ***O*O*O***

The Doctor dashed along the corridor and into the MRI room, pausing briefly as his eyes landed on Florence Finnegan, her back to him as she fiddled with the MRI machine, hands moving over the controls, electricity crackling from it, "Have you seen," he addressed her as he arranged his face into an expression of shock, as she turned to look at him startled at his sudden appearance, "There are these things, those great big space rhino things, I mean rhinos from space," he exclaimed out of breath, feigning a nervous human as Florence dismissed him as a threat and turned back to her machine, "And we're on the moon! Great big space rhinos with guns on the moon. And I only came in for my bunions, look," he lifted a foot holding it up as he stared at the sole of it, "They're alright now, perfectly good treatment," he continued to ramble like a panicked human, setting his foot back down as Florence turned to him and started slowly away from the controls towards him, "I said to my wife, I'd recommend this place to anyone, but then we end up on the moon. And did I mention the rhinos?"

"Hold him!" Florence ordered and the other Slab came up behind the Doctor and grabbed him, pulling his arms behind his back.

The Doctor shot a quick look behind him as though startled and then turned his gaze back to Florence, staring at her with alarm as she stared at him coldly.

 ***O*O*O***

Sophie's mind was still racing a mile a minute, though the open shock had left her face, leaving her only a bit wide-eyed now, as the Judoon burst through the doors into the section of the corridor she and Martha were waiting for them in.

"Find the non-human. Execute," the Chief Judoon ordered as he stomped forward, heading straight for where Sophie and Martha were standing.

"Now listen," Martha tried, "I know who you're looking for. She's this woman. She calls herself Florence."

The Chief Judoon scanned her with his blue light, "Human," he declared and marked her hand with a cross, before he turned to Sophie, scanning the blue light of her face, "Human," the scan focused on Sophie's lips, "With non-human traits suspected. Non-human element confirmed," and Sophie flinched her eyes widening with alarm as she was shoved roughly up against the wall, whilst Martha watched with concern, "Authorise full scan," the Judoon Chief ordered, blue light of his scanning device growing more intense, "What are you? What are you?"

 ***O*O*O***

"That thing," the Doctor rambled on watching as Florence fussed with the MRI again, "That big er, machine thing, is it supposed to be making that noise?"

"You wouldn't understand," Florence replied dismissively as she continued to fuss with the buzzing MRI.

"Isn't that a, er, um, magnetic resonance imaging thing? Like a, um, ginormous sort of magnet?" the Doctor fumbled as if unsure still eyeing Florence and the MRI and the Slabs hands tightened about his arms as he shrugged, "I did magnetics GCSE. Well, I failed, but all the same."

"The magnetic setting is now set to 50,000 Telsa," Florence informed him, not seeing the harm, he was a bumbling human and he'd be dead soon enough.

"Ooo," the Doctor breathed and arched a brow at Florence's turned back as he continued to feign ignorance, "That's a bit strong, isn't it?"

"I can send out a magnetic pulse that'll fry the brain-stems of every living thing within 250,000 miles," Florence replied as she turned from the MRI smiling at him, "Except for me, safe in this room."

"But… hold on, hold on," the Doctor muttered as he watched her walk through an open doorway, coming to stand before a computer, "I did geography GCSE. I passed that one," he commented, "Doesn't that distance include the Earth?"

"Only the side facing the moon," Florence stated turning to look at him, still smiling easily at him, "The other half will survive. Call it my little gift."

"I'm sorry, you'll have to forgive me, I'm a little out of my depth. I've spent the past fifteen years working as a postman, hence the bunions," the Doctor rambled as he eyed Florence with a confused expression, "Why would you do that?"

"With everyone dead, the Judoon ships will be mine, to make my escape," Florence explained.

"Now, that's weird," the Doctor said with a bit of a disbelieving laugh, "You're talking like you're some sort of alien."

"Right-o," Florence grinned.

"No!" the Doctor gasped, gaping at her.

"Oh, yes," Florence replied sweetly.

"You're joshing me," the Doctor scoffed.

"I am not," Florence smirked.

"I'm talking to an alien? In hospital?" the Doctor replied, grinning as if excited now, "What, has the place got an ET department?"

"It's the perfect hiding place," Florence explained as she moved away from the computer, "Blood banks downstairs for a midnight feast, and all this equipment ready to arm myself with should the police come looking."

"So, those rhinos, they're looking for you?" the Doctor questioned as if only just coming to the realisation.

"Yes," Florence agreed stepping closer to him and lifting her hand to show him the cross marked onto it, "But I'm hidden."

"Oh. Right!" the Doctor exclaimed as she lowered her hand and turned away from him, he glanced away a bit pensively, "Maybe that's why they're increasing their scans."

"They're doing what?" Florence questioned sharply as she spun back around to face him.

"Big Chief rhino boy," the Doctor replied focusing his eyes on her again, "He said, no sign of non-human, we must increase our scans…" he trailing as if unsure, "Up to setting two?"

Florence frowned, "Then I must assimilate again," she muttered.

"What does that mean?" the Doctor questioned as if confused.

Florence eyed him, "I must appear human."

"Well, you're welcome to come home and meet the wife," the Doctor replied, "She's be honoured," he smiled as Florence dug about in her handbag, "We can have cake."

"Why should I have cake?" Florence asked turning to him, "I've got my little straw," she told him as she flourished at him.

"Oh, that's nice," the Doctor commented, "Milkshake?" he suggested instead, "I like banana."

"You're quite the funny man," Florence smiled, "And yet, I think, laughing on purpose at the darkness. I think it's time you found some peace. Steady him!"

The Slab forced the Doctor to his knees and forced his head to the side exposing his jugular, "What are you doing?" the Doctor asked unsteadily, his breathing laboured from the angle his head was being held at as Florence approach a hand reaching out, stroking his neck, fingers tracing the throbbing vein beneath the skin.

"I'm afraid this is going to hurt," she smiled down at him as she lifted the straw, "But if it's any consolation, the dead don't tend to remember," and with that she stuck the straw into his vein and started to suck.

 ***O*O*O***

"Confirm human with detected anomalies," the Chief Judoon declared and Martha blinked in surprise as he drew the cross on Sophie's hand, "Traces of facial contact with non-human. Continue the search," the Chief Judoon ordered before handing Sophie a booklet of clear paper, alien symbols covering it, "You will need this."

Sophie blinked down at it, eyeing the alien script, the Tardis not around to translate it for her, before looking up at the Judoon again quizzically, "Why?"

"Compensation," the Chief Judoon replied, and Sophie blinked again as the Judoon turned and started stomping down the corridor again.

"You ok?" Martha asked with concern as she stepped closer to Sophie, the Judoon hadn't looked like he'd been gentle.

Sophie nodded, "Yeah," she muttered glancing down at the cross marring the material of her glove, "I just hope that bought the Doctor enough time," she murmured, Martha nodded as Sophie frowned, the petite brunette reaching mentally for the Doctor to let him know that Judoon were coming only to not be able to feel him at all, "Oh no…" she breathed and sped up, jogging after the swiftly moving Judoon as the galactic police stomped down the corridor towards the MRI machine. The petite brunette desperately hoping that the Time Lord was just hiding his consciousness away and that was why she couldn't feel the familiar warmth of his mind.

"Now see what you've done," Sophie heard an elderly voice chastise when the Judoon entered the MRI room, "This poor man just died of fright."

"What?!" Sophie exclaimed straining to see over the bulky bodies of the Judoon that were standing in the doorway blocking her entry. She tried to squeeze past them and into the room shaking her head desperately as she continued firmly, "He wouldn't die of…"

"Scan him!" the Chief Judoon ordered, recognising the lifeless non-human and another of the Judoon did so, "Confirmation, deceased," he stated.

Sophie felt her heart plummet in her chest, constricting painfully at the words, no, he couldn't be! He just couldn't be! But, she still couldn't feel his consciousness either.

"No, he can't be!" Martha exclaimed from beside her also trying to push through the Judoon amassed in the doorway, "Let us through," she demanded as they squeezed past Judoon after Judoon, "Let me see him."

Sophie's eyes widened with horror and her heart plummeted further in her chest, "No!" she breathed, he couldn't… she darted forward, her heart aching agonisingly at the sight of his lifeless pale form. Martha was a step behind her, wanting to check on him, see if the scan was wrong, hoping that it was wrong.

"Stop," the Chief Judoon ordered them and strong hands of the Judoon the two were trying to dart past to get to the Doctor clamped a hand down on their shoulders stopping them short, "Case closed."

"But it's not closed!" Sophie protested her voice strained, throat feeling tight, tearing her eyes from the Doctor to stare at the Chief Judoon.

"It was her," Martha nodded towards Florence who was staring at them, "She killed him. She did it. She murdered him."

"Judoon have no authority over human crime," the Chief Judoon stated.

"But she's not human," Martha protested urgently.

"Oh, but I am," Florence assured and held up her hand showing them the cross marked onto it, "I've been catalogued."

Sophie glared at her, "Only cos you drained Mr. Stoker dry and assimi…" she trailed her gaze going back to the Doctor's lifeless form and her eyes widened as the realisation of what had happened dawned on her, "Oh!"

"Wait a minute," Martha muttered realisation dawning for her too, "You drank his blood? The Doctor's blood?"

"No, she assimilated it," Sophie corrected lowly, before her eyes snapped to the Judoon that were standing not moving, still not getting it, "Scan her!" she demanded. They were too slow to react however, if they were even going to, so Martha grabbed one off one of the Judoon and aimed it at Florence.

"Oh, I don't mind," Florence smiled pleasantly at them, full of confidence, "Scan all you like."

The blue light hit her face and bleeped, "Non-human," the Chief Judoon declared.

Florence's eyes widened in shock, "But, what?"

Sophie squeezed her eyes shut against the hot prick of tears for a moment before focusing her gaze on the Doctor, "He outsmarted ya," she murmured lips quirking up sadly, "He does that." _'Did,'_ her mind corrected traitorously and she inhaled sharply and shook her head continuing to reach for him mentally, hoping that she'd feel the familiar warmth of his mind… even just a hint of it, because he just couldn't be! She swallowed heavily past the painful lump in her throat, her heart aching sharply she still couldn't feel anything from him, he _couldn't_ be!

"Confirm analysis," the Chief Judoon demanded and the hands on Sophie and Martha's shoulders lifted as the other Judoon complied, raising their scanners and pointing them at Florence, the blue lights hitting her face.

"Oh, but it's a mistake, surely," Florence protested a little nervously now, "I'm human. I'm as human as they come."

The triumphant smile faded from Martha's face as she stared down at the Doctor, "He gave his life so they'd find you."

Sophie's eyes pricked hotter and a tear slipped free to roll silently down her left cheek, followed by another down her right. She still couldn't feel him… not even the tiniest hint… and he was so still just like he'd been that Christmas just after he'd regenerated… but then she'd still been able to feel him, his mind had felt distant, but still there… _'Please get up! Open your eyes!'_

"Confirmed," the Chief Judoon announced, "Plasmavore. I charge you with the crime of murdering the child princess of Patrival Regency Nine."

"Well, she deserved it!" Florence snapped, scowling, "Those pink cheeks and those blond curls and that simpering voice. She was begging for the bite of a plasmavore."

"Do you confess?" the Chief Judoon asked as Sophie started forward moving past the Judoon, to kneel down by the Doctor's motionless, pale form still trying so hard to feel his mind, a hand reaching to take his.

"Confess?" Florence sneered at them, "I'm proud of it!" she declared, "Slab, stop them!" she ordered, and the Slab strode forward immediately as Florence ran for the controls as the Slab shot at the Judoon.

The galactic police returned fire, disintegrating the Slab instantly, "Verdict guilty. Sentence, execution," the Chief Judoon declared as Florence plugged in the sabotaged MRI scanner, the warning sign immediately lighting up, 'MAGNETIC OVERLOAD'.

"Enjoy your victory Judoon," Florence shouted as she stared at them wildly, "Because you're going to burn with me. Burn in hell!" she cursed them and the Judoon fired their laser weapons at her, the laser easily piercing the protective glass, melting a large hole in to it and Florence screamed as she was disintegrated.

"Case closed," the Chief Judoon stated.

"But what did she mean, burn with me?" Martha asked looking up from where she was now kneeling beside Sophie by the Doctor's prone form.

"Something to do with the MRI," Sophie murmured as she stared at the scanner that was crackling ominously with electricity.

"The scanner shouldn't be doing that," Martha agreed, eyeing the scanner worriedly herself, "She's done something."

The Chief Judoon stepped over to the MRI machine and scanned it, "Scans detect lethal acceleration of monomagnetic pulse."

"Well, do something!" Martha demanded, "Stop it!"

"Our jurisdiction had ended. Judoon will evacuate," the Chief Judoon stated as he started away from the MRI.

Sophie stared at them incredulously, her brow furrowed, "You can't be serious?!"

"What?" Martha exclaimed alarmed, "You can't just leave it. What's it going to do?" she questioned only to be ignored.

"All units withdraw," the Chief Judoon ordered into a comms device as he and the other Judoon left the MRI room.

Martha stood moving after them, and out into the corridor, whilst Sophie stayed by the Doctor, her hand clenching around his, "You can't go!" she shouted after them, "That thing's going to explode and it's your fault!" the Judoon didn't so much as pause and Martha spun on her heel and marched back into the room, "Do you know any First Aid?" she asked Sophie, the petite brunette's gaze shooting to her.

"No," Sophie admitted as she looked back down at the Doctor.

"Then move," Martha ordered all business, "Give me some room to work," and Sophie shifted, moving around to the other side of the Doctor. Watching as Martha knelt down and started work on his chest, "One, two, three, four, five."

"He's got two hearts," Sophie murmured softly, her hand clenched together, still mentally reaching towards the Doctor, desperately hoping to feel even a flicker, the air feeling thin… and Sophie swallowed but fear didn't come, not of the lack of air anyway, _'Please Doctor… please…!'_ she projected at him, hoping it'd help wake him as it had all so long ago.

Martha nodded grateful for the reminder as she'd forgotten in that moment, not pausing in her counting as she worked his chest, "One, two, three, four, five," she shifted working the other side of his chest, "One, two, three, four, five," she breathed for the Doctor, spots dancing before her eyes, but she didn't pause as she went back to working his chest, "One, two, three, four, five," she shifted her hands again, "One, two, three, four, five," Another breath and she pulled back, gasping desperately for air.

Sophie shifted, her eyes widening, hope swelling as she felt his mind flicker against hers, darkness creeping along the edges of her vision, "It's working," she whispered, "Doctor!" she reached for his hand again, taking it squeezing.

Martha glanced at her, she wasn't sure how Sophie knew it was working but in that moment, it was enough for her, to keep going, to make one last final effort of reviving the man. She sucked in as deep of a breath as she could manage and sealed her mouth of the Doctor's a final time, breathing for him, before collapsing, gasping as she struggled to breathe.

"Martha?" Sophie called weakly alarmed and worried for the woman, as she struggled to keep breathing herself, what air she was getting not feeling like enough as the oxygen got dangerously low, the oxygen in the tanks falling to zero a second later, her vision darkening dramatically as spots danced before her eyes. The Doctor's hand clenched around hers and her head swivelled sharply to look at him again, feeling his mind strongly once more, the action making her vision swim. The Doctor gasped in a breath of his own, coughing, eyes snapping open.

Sophie smiled as she brushed her mind against his in a mental 'hello' before she sucked in another thin breath of air, "Scanner…" she muttered as Martha continued to gasp for air staring at them relieved that it had worked, vision darkening, barely hearing Sophie's next words, "She did something to the scanner," Sophie managed to get out and the Doctor glanced towards it, hand releasing Sophie's as he shifted in an attempt to get up, Sophie fell back, her body slumping as she struggled to stay conscious, vision swimming as the black spots started to solidify… consciousness slipping from her as the Doctor crawled over to the MRI.

He staggered to a stop in front of it, eyes on the wires, reaching for his sonic only to recall that he'd tossed it, the slender device having been fried, "Oh, soddit!" he gasped out shifting to manually sort through the wires hesitating in thought over the blue and the red, trying to think which he needed to pull before he yanked out the red one and the scanner powered down the warning sign flicking off. He turned from the machine eyes landing on Sophie and Martha the both of them unconscious. He walked back over to them, scooping Sophie up into his arms and started from the room, stepping out into the corridor walking past unconscious patients and doctors alike.

He came to a stop at a window, looking out it at the Judoon ships that were taking off, "Come on," he urged them, "Come on, come on, come on, please," his arms tightening around Sophie's unconscious form, "Come on, Judoon, reverse it," rain started to patter against the glass, swiftly growing heavier and the Doctor smiled with relief, "It's raining, Sparks. It's raining on the moon," and then there was a loud roll of thunder followed by a bright flash of lightening and the hospital disappeared from the moon, reappearing back on the London street it had been scooped up from.

 ***O*O*O***

Martha sat in the back of an ambulance out the front of the hospital as all about her paramedics bustled about, giving emergency care to the hospital staff and the patients, her mind wandering before she was brought back to the present by the paramedic that was checking on her, the man touching her shoulder as he asked her another question.

"I told them I represented the human race," Morgenstern told a reporter, "I told them, 'you can't do that.' I said, 'we have rights'."

"Martha!" and Martha looked up at the sound of her sister's voice, standing up at seeing Tish running towards her, the paramedic having finished with her, "Oh, God!" Tish hugged her, "I thought you were dead! What happened? It was so weird, because the police wouldn't say, they didn't have a clue. And I tried phoning, but I couldn't get through. Mum's on her way, but she can't get through, they've closed off all the roads."

Martha's eyes caught on the Doctor and Sophie as the two walked towards a large blue phone box, they smiled and then a truck drove past and when it had passed… the pair where gone along with the phone box and she blinked.

"There's thousands of people trying to get in, the whole city's ground to a halt," Tish continued to explain what had been happening for them on Earth, "And dad phoned, because it's on the news and everything, he was crying. It's been a mess, and what happened? I mean, what really happened? Where were you?" she asked.

Martha continued to stare at the spot the Doctor, Sophie and the police box had disappeared from, hearing a faint strange wheeze in the air, disappointment filling as she realised that she probably wouldn't see the pair again.

 ***O*O*O***

Sophie stood by the console, a short distance from the Doctor, watching him as he flew the Tardis through the time vortex, the rotor rising and falling rapidly, they were going somewhere apparently, he hadn't said, but she'd watched him fiddle with the controls setting coordinates. She bit her lower lip still watching him in silence.

The Doctor could feel her gaze, but he let the silence stretch, content to wait for the moment as he flew his Old Girl through the vortex, the trip so far rather calm, he could feel that any moment now Sophie would speak.

Sophie swallowed and took a breath, finding her voice as she continued to look at him, "You kissed me," she murmured.

The Doctor looked up, focusing his eyes on her and he nodded, "I did."

Sophie swallowed again, fidgeting slightly as she took another breath, her heart beating oddly in her chest and her stomach doing that odd flip-flop again, "And, it meant something."

The Doctor smiled, his eyes meeting hers across the console, "Oh yes," he rounded the console flicking a switch and turning a knob on his way, coming to a stop directly in front of her, "So much," he added and pulled down a lever making a familiar wheeze start as the Tardis materialised at their destination.

"Oh…" Sophie murmured, a flush heating her cheeks, eyes still locked with his. She swallowed again and fidgeted, her heartrate increasing a bit more as her stomach flip-flopped again. The Doctor held a hand out to her, palm up. She took it and he led her towards the Tardis doors, he opened one and the two of them stepped out, "Singing Sands…" Sophie murmured as she took in the sight of the familiar white sands and pink water.

The Doctor nodded and intertwined their fingers before starting off across the beach, the pair strolling together, musical notes chiming softly as their feet disturbed the sand. He brought them to a stop a short distance later the two of them looking out over the water, "It was here," he broke the silence and Sophie feeling his eyes on her again turned her head to look at him, "We'd come here shortly after the Reapers. I was holding you and I realised," his eyes met hers as he continued, "That I'd fallen in love with you."

Sophie's cheeks flushed anew, her heart seeming to skip a beat in her chest as her stomach flipped and flopped, "That long?" she croaked out, her throat constricting with a type of mortified horror, he'd known for that long… and she'd… she'd completely missed it! All the signs that she'd missed, so bloody obvious to her now, but she'd missed them because she hadn't been looking for them, had never thought anyone would fall in love with her. Loving and being loved by someone had been a dream she'd put away and stuffed deep down when she'd lost hope of even being able to find someone willing to be her friend, after all, who could possibly love her if no one even seemed willing to like her?

Her teeth sank into her lower lip as her mind raced again, almost dizzyingly now, as it jumped from moment to moment. The ones that had left her confused and questioning, the times Rose had teased her, the times the blond had said something only to get a confused question in response and replied with a 'nothing Space-Cadet'… God, she really was a dunce, in fact dunce didn't seem to cover just how much of a Space-Cadet she was!

And… she'd had her first kiss and hadn't even registered it as such, she'd just assumed that he'd been… and, oh God… what had she said afterward… she'd, she'd said something about 'big hair'! She scuffed at the sand with her shoe, well, that put his surprised expression and muttering in a whole new light didn't it. 'Not what he'd been expecting to hear', indeed.

Her thoughts were interrupted as she felt hands on her face, turning her head back towards the Doctor, before his lips were pressing against hers and she inhaled sharply in surprise, before relaxing into it, her lips tentatively moving against his, mimicking his movements as she reciprocated, hands coming up to clutch at him as tingles broke out all over her body, her heart racing in her chest, warmth filling her, knees weakening, one of his hands sliding up into her hair as his other came to rest about her waist.

The Doctor lingered, holding her close, no sense of urgency hurrying him along this time. It was just him and Sophie on an otherwise empty beach, a sense of male pride filling him as a soft moan escaped her throat. He lingered in the kiss a few more moments, before slowly pulling back, taking in the soft flush on her cheeks as she slowly blinked open her eyes, "There," he murmured softly, lips curving up into a soft smile, "Our first proper kiss," he murmured, that one having been everything he'd wanted their earlier kiss to be.

 ***O*O*O***

On Earth, Martha sat in her bedroom, fresh from a shower, listening to the radio as she held up a purple hand mirror in one hand and a mascara brush in the other as she got ready for Leo's party, "Eye witness reports from Royal Hope Hospital continue to pour in," the radio announcer stated, "And it seems to be remarkably consistent. This from medical student Oliver Morgenstern…" Martha paused head tilting towards the radio as she listened with a bit more interest, "I was there. I saw it happen. And I feel uniquely privileged. I looked out at the surface of the moon. I saw Earth, suspended in space, and it all just proves Mr. Saxon right. We're not alone in the universe. There's life out there, wild and extraordinary life."

Martha smiled, her mind once again drifting to the man with two hearts, before she let out a soft sigh recalling the way he'd kissed Sophie, before she gave herself a shake and refocused on applying her mascara.

 ***O*O*O***

"I've never," Sophie began as she sat beside the Doctor on the white sand facing the gently lapping water, drawing the Doctor's gaze to her, "I mean I," she sighed, brow scrunching, trying hard to put thoughts and emotions into words, "I've never felt romantic love before…" she finally managed to get out trailing as she continued, trying so hard to put her thoughts and emotions into some kind of word structure that'd make sense, "But I, well I mean, I definitely feel something," she stuttered out, cheeks flushing red all over again as she carried on with her attempt, "I mean, my heart races a lot when your near or-or you give me that look, and my stomach does these odd summersaults too," she rambled, she hadn't wanted to ramble, but here she was rambling away, but she didn't stop, quite possibly couldn't now that she'd started, "And," she swallowed heavily, "It hurt… I mean really hurt when you were lying on the hospital floor, but then," she hurried on not wanting to linger on the memory of him lying lifelessly on the hospital floor, whilst also trying to stop rambling and get to what she was really trying to say, but the words just wouldn't stop, why couldn't she just say it? "You were alive and there was this overwhelming sense of relief, and joy and, and…" those words didn't really seem adequate for what she'd felt when she'd sensed him come back, when his hand had clenched around hers a moment before he'd coughed, life returning.

"So, I think I, I mean I really think I, mhmm…" she was cut off, the words she was trying to say fading in her throat as the Doctor pressed his lips to hers once more catching her in a searing kiss full of emotion. The Time Lord having become impatient as he listened to her describe what she was feeling and Sophie melted into it, trying her best to convey what she'd been trying to say without words, both grateful that he'd stopped her ramble and yet disappointed in herself that she hadn't managed to say what she'd really wanted too.

The Doctor pulled back a cheeky grin lighting up his face as he stared at her, "That definitely sounds like something, Sparks."

Sophie smiled back and nodded glad that he understood despite having botched it with a nervous ramble, before her eyes turned curious and hopeful, "Will you tell me where you got 'Sparks' from now?"

The Doctor's cheeky grin turned fond, "Your eyes."

Sophie blinked in surprise, "My eyes?"

"Yep, they sparkle when you look at me," the Doctor said in explanation, a hand reaching towards her and he brushed his fingers over her cheek, that had taken on a faint rosy heugh again.

Sophie blinked again, her lips twitching upwards into another smile, "They do?"

"They're doing it right now," the Doctor murmured.

Sophie's smile turned a little shy, were they? "So, uh," she began a little uncertainly, really not knowing the answer, she'd seen romance movies before, but they were just that, movies, "What now?"

"Whatever we want, Sparks," the Doctor grinned, taking her hand in his and interlacing their fingers again, "Whatever we want," he repeated and stood, pulling her up by their joined hands and started for the Tardis.

 ***O*O*O***

"So, I was thinking," the Doctor told Sophie a while later, the pair of them in the console room once more.

"What about?" Sophie questioned as she eyed the Time Lord that had changed back into his brown pinstripe suit.

"Well," the Time Lord began as he returned Sophie's gaze, the petite brunette wearing a fresh red shirt under her leather jacket and a clean pair of burgundy gloves, "What did you think of Martha?"

Sophie blinked, expression turning thoughtful, "Well, I liked her, thought she was rather brilliant actually."

"So, if I was to suggest inviting her on a trip…?"

Sophie smiled, "I'd say, 'what are we still doing in the vortex?'" she tilted her head slightly mild amusement shining in her eyes, "Why? Are you going to ask?"

"Well, I was thinking about it," the Doctor murmured, a part of him rather hesitant to go through with the question, just wanting it to be him and his Sparks, just the two of them for a while longer, but it'd only be for a trip he reminded himself, just a 'thank you, you were absolutely brilliant' trip, "Sparks?" he grinned at her, "What do you say we invite Martha on a trip?"

Sophie grinned back, "What are we still doing in the vortex, Doctor?" and he turned to the console darting about it, Sophie joining him a moment later, the Tardis' rotor rising and falling as the engines came to life and she lurched, shuddering as she flew through the vortex.

 ***O*O*O***

Annalise stormed out of the Market Tavern absolutely furious, "I am not staying in there to be insulted!" she cried.

"She didn't mean it, sweetheart," Clive tried to reassure her as he and the rest of his family followed his girlfriend out of the pub, "She was just saying you look healthy."

"No, I did not," Francine protested from behind him, "I said orange."

"Clive," Annalise spun to him insulted by the comment all over again, "That woman is disrespecting me. She's never liked me."

"Oh, I can't think why," Francine scoffed, "After you stole my husband."

"I was seduced," Annalise declared, "I'm entirely innocent!" she turned to Clive again, "Tell her, babe!"

"And then she has a go at Martha," Francine continued, "Practically accused her of making the whole thing up."

"Mum, I don't mind," Martha tried to interject, wanting to calm the situation before it escalated further, "Just leave it."

"Oh, I've been to the moon!" Annalise scoffed, rolling her eyes, "As if. They were drugged," she insisted, "They said so on the news."

"Since when did you watch the news?" Francine sniped at her, "You can't handle Quiz Mania."

"Annalise started it," Tish told Martha watching the scene unfold from beside her, "She did. I heard her."

"Tish," Leo groaned from the other side of Martha, "Don't make it worse."

"Oh, come off it, Leo," Tish turned to him, "What did she buy you? Soap? A seventy-five pence soap?"

Annalise scowled, "Oh. I'm never talking to your family again!" she declared to Clive before turning on her heel and stalking off.

"Oh, stay!" Francine called after her sarcastically, "Have a night out with Clive."

"Don't you dare," Clive pointed after Annalise, "I'm putting my foot down. This is me, putting my foot down," Annalise didn't stop and he chased after her.

"Make a fool of yourself!" Francine shouted after him, "God knows you've been doing it for the last twenty-five years! Why stop now?"

"Please…" Clive called after Annalise.

"Clive," Francine followed after them, "Stop, now!"

"Mum, don't!" Tish hurriedly after her mother, Leo moving after her, "I asked the DJ and he's playing that song later…"

Martha sighed, and shook her head despairingly, before she caught sight of the Doctor and Sophie standing on a corner of an alley across the street from her, they smiled at her, before disappearing around the corner. She followed stepping around the corner and into the alley herself to see them standing in front of the blue police box she'd seen them walking to earlier that day, before it and them had disappeared.

"I went to the moon today," she remarked after a short beat of silence.

"A bit more peaceful than down here," the Doctor commented.

"You never even told me who you are?" Martha murmured eyeing the pair of them curiously.

Sophie blinked, "I'm Sophie Connolly," she replied.

Martha nodded, her gaze focusing on her, "Human."

"Yep," Sophie agreed lips quirking up into a smile.

"With anomalies?" Martha recalled what the Judoon had said after the alien had scanned her a second time.

Sophie grimaced a little, "That too," she agreed and hesitated unsure whether to elaborate or not as Martha stared at her curiously.

"The Doctor," the Time Lord cut in, before Sophie could decide and Martha's attention turned to him.

"What sort of species?" Martha asked before musing, "It's not every day I get to ask that," she glanced at Sophie again, it wasn't every day she got to ask about anomalies in a human that were detected by an alien scanner either.

"I'm a Time Lord," the Doctor replied.

"Right!" Martha eyed him with a bit of a smirk, "Not pompous at all, then."

"We just thought," the Doctor continued ignoring the comment, "Since you saved our lives and," he reached into his inner jacket pocket pulled out his brand new sonic screwdriver, tossing it up and catching it again as he continued, "I've got a brand new sonic screwdriver which needs road testing, you might fancy a trip."

"What, into space?" Martha asked.

"Well…" the Doctor began.

"I can't," Martha cut in with disappointment, "I've got exams. I've got things to do. I have to go into town first thing and pay the rent. I've got my family going mad…"

Sophie nudged the Doctor, "You forgot again."

"I did not," the Doctor pouted at her and she arched a brow, "I was getting there, Sparks," he insisted before focusing back on Martha who was staring at them quizzically, "If it helps, I can travel in time as well."

"Get out of here," Martha scoffed, smiling with disbelief.

"I can," the Doctor insisted.

"Come on now," Martha shook her head, "That's going too far."

"I'll prove it," the Doctor stated, "Come on, Sparks," and the two of them disappeared inside and Martha watched, brows quirked as the Tardis started to wheeze dematerialising right in front of her, leaving only an empty space where it had been, she reached into it.

 ***O*O*O***

"Oh, there she is, Sparks," the Doctor murmured pointing to the young woman having spied Martha Jones as she made her way to work that morning, her phone to her ear, "Come on," he urged and the pair moved.

"Hi Annalise," Martha replied to her dad's girlfriend with mock cheeriness and grimaced a bit as she listened to the woman's reply, before snapping her phone shut, disconnecting the call with another grimace at hearing the pair of them laughing just as a man in a brown pinstripe suit and long brown coat and a woman in a leather jacket and red shirt and burgundy gloves stepped in front of her seemingly out of nowhere.

"Like so!" he smiled and proceeded to take off his tie with a bit of a flourish, before he turned to the petite woman beside him looping it around her neck.

"Oh, right…" she mumbled and then blushed as he smirked and used the tie to tug her a bit closer to him, before swiftly and rather haphazardly tying the tie around her neck so that it sat about her neck rather loosely and not at all straight.

He turned back to Martha with a grin, "See?" he asked her, before he took his companions hand and started away with her.

Martha stared after them bemused and puzzled at the strange occurrence, _'What an odd couple,'_ she shook her head and continued on her way to work, completely unaware that she'd be seeing the both of them very soon, and that her life would be forever changed by it.

 ***O*O*O***

Martha jumped back a bit as the wheezing sounded in the alley, quickly snatching her hand back, watching as the big blue police box reappeared in the alley barely a full moment after it had left, the door opened and the Doctor stepped out, "Told you!" he grinned and gestured to Sophie who'd stepped out after him, a tie haphazardly tied about her neck.

"I know, but…" Martha gaped at them, "That was this morning! But did you… oh, my God! You can travel in time!" she exclaimed as Sophie fiddled with the tie about her neck undoing it and handing it back to the Doctor, "But hold on," Martha frowned as the Doctor accepted his tie back and started tying it about his own neck again, "If you could see me this morning, why didn't you tell me not to go in to work?"

"Wasn't allowed," Sophie murmured and Martha blinked at them a brow arching slightly.

"Crossing into established events is strictly forbidden," the Doctor recited a Time Lord law, before adding, "Except for cheap tricks."

Martha looked past them to the police box, "And that's your spaceship?" she asked wandering a little closer to it.

"It's called the Tardis," the Doctor explained, "Time and Relative Dimension in Space."

Martha reached out a hand resting it against the blue box, "Your spaceships made of wood," she observed.

Sophie smiled, "She's not," she assured and Martha's gaze turned to her a bit sceptical she could feel wood beneath her hand, "She's really not," she repeated, "It's just a disguise."

"There's not much room," Martha observed with a bit of a frown before turning from the box to look at the both of them again, "The three of us, we'd be a bit intimate."

"Nah, not really," Sophie replied and Martha blinked at her and then looked back to the box that really did look rather small to fit three… in fact… two had to be a fairly tight squeeze. She turned to look at them again.

The Doctor shrugged, lips quirked up slightly reached for the door, nudging it open for her, "Take a look."

Martha looked at him a moment and then at Sophie who gave her an encouraging nod and smile, before she started towards the box, stepping through the open door, the Doctor and Sophie following her, the pair leaning against the railing together watching her as she looked around the interior, and shook her head.

"No, no, no," Martha gasped and turned dashing back past the two and out the door looking around at the outside of the Tardis again, "But it's a box, but it's huge. How does it do that? It's wood," she knocked, yep wood, definitely wood. How did a disguise sound like real wood? She headed back for the door, "It's like a box with a room just rammed in. It's bigger on the inside," she exclaimed, not noticing the Time Lord mouthing the familiar words along with her, Sophie nudged him and he shot her a cheeky grin.

"Is it?" he commented, "I hadn't noticed."

"And there's more than just one room," Sophie told her with a smile and Martha's eyes widened trying to wrap her mind around just how big the Tardis sounded, it was hard enough wrapping her head around this one huge room stuffed into the blue police box exterior, "I still haven't found them all, keep finding new ones."

The Doctor straightened up and closed the Tardis door behind her and shrugged off his coat and threw it over a Y beam, "Right then," he started for the console, Sophie stepping after him, "Let's get going."

"But is there a crew, like a navigator and stuff?" Martha questioned as she followed them to the console, "Where is everyone?"

"Just me and Sparks," the Doctor replied.

"Just," Martha frowned slightly as she eyed them, "Just the two of you?" she asked.

"Not always," Sophie murmured softly, heart constricting at the loss of Rose and she glanced at her wrist that was minus the blue beads, the constant reminder had been painful so instead, for now, until she could bring herself to wear it again, it had a spot on her dresser.

"There was recently a friend of ours," the Doctor added, his own hearts lancing with pain, "Rose, her name was, Rose. And… there was the three of us travelling together," he swallowed, before muttering, "Anyway," he returned his attention to the console, efficiently flicking switches and turning knobs.

"Where is she now?" Martha asked, looking from one to the other.

"With her family," the Doctor answered, "Happy. She's fine. She's…" he looked up, pinning her with a look, "Not that your replacing her."

"No one really could," Sophie sighed sadly.

Martha frowned looking from the Doctor to Sophie and back again, suddenly really wondering if she should just leave, "Never said that I was."

Sophie winced, realising how that had sounded, "No, sorry," she apologised, "Rose was, is," she hastily corrected her tense, Rose was alive, alive in a parallel universe, "My little sister," she murmured.

Martha's eyes softened with a sort of understanding as she eyed Sophie, she'd noticed the pain in both her and the Doctor's eyes as they'd talked about Rose, "Oh," she glanced over at the Doctor half expecting an apology from him too, but when she didn't get one she continued, "So, it's alright then? For me to come along with the two of you, then?" she wanted to come with them, she really did, today had been terrifying but amazing and she wanted to see and experience more, but there was no way that she wanted to intrude.

Sophie nodded, offering her a smile, "Course!"

"Just a trip mind. To say, 'Thanks'," the Doctor explained, not wanting her to misunderstand what it was he was offering, "You get one trip, then back home," he stated with finality, "I'd rather it just be Sparks and I."

"After the way you kissed Sophie, I'd believe that," Martha murmured and saw Sophie's cheeks flush rather darkly, a hand tangling into the ends of her hair and tugging slightly.

"Ah, well that was," the Doctor tugged at his ear a bit awkwardly as he glanced over at Sophie, "Well it was…"

"One hell of a kiss," Martha cut in to his bumbling with a bit of an amused smirk, even as she felt that disappointment again, but at the same time she was glad. Glad that she'd realised early that there was something going on between the pair, something that was rather new if she had to hazard a guess, before her little bit of a crush had had the chance to become something more. A crush would fade more easily, and she'd make sure that it would. She wasn't an 'Annalise', never would be, not for any man. She'd seen the kind of pain that had put her mother through, was still putting her mother through, and she'd never do that to another woman, wouldn't want it to be done to her either, "Is that why you wear the tight suit?" she questioned teasingly.

"Might do," the Doctor replied evasively.

"It is not," Sophie protested, her cheeks still feeling rather hot and he shot her a look, lips quirked into a foxy smirk and she blinked, brow scrunching at him slightly as he started rounding the console towards her, "Is it?"

"Well…" the Doctor trailed evasively, teasingly, and his hands settled on her sides as he pressed a kiss to her rosy cheek and they flushed darker making him grin as he sauntered away again, hands moving over the buttons and knobs as he continued on round the console.

"Foxy Git," Sophie muttered without any real heat as she watched him, she'd been trying to get the flush to leave her cheeks, dang it.

"Right then," the Doctor exclaimed, "Close down the gravitic anomaliser," he stated as he moved his hands over the console again, "Fire up the helmic regulator. And finally, the handbrake," he focused his gaze on Martha, "Ready?"

"No," Martha admitted, nervous and excited.

"Hold on," Sophie cautioned her, grabbing hold of the console herself as the Doctor reaching for the handbrake with a grin exclaimed.

"Off we go!" and Martha clutched to the console for dear life as the ship jolted as she wheezed dematerialising from the alley, causing the Doctor to tumble back against the pilot's chair, the Tardis shaking as she flew through the vortex.

"Blimey!" Martha exclaimed, trying not to fall a she clung to the console, trying not to lose her balance, "It's a bit bumpy!"

"This isn't so bad actually," Sophie called over the sound of the Tardis engines, from where she was holding onto the console.

"You mean, it gets worse?!" Martha exclaimed with surprise and mild alarm.

"Can do," Sophie replied.

"Welcome aboard, Miss Jones," the Doctor grinned at her from across the console, having managed to pull himself back onto his feet.

"It's my pleasure, Mr. Smith, Miss Connolly," Martha grinned back at the pair of them, feeling the thrill of excitement.


	2. Chapter 2 The Shakespeare Code

**Disclaimer:** I don't own Doctor Who. Just Sophie my o/c.

 **A/N:** First off, a big thank you to everyone who followed/favourited and reviewed last chapter. And another to **Saberbladeprime** for prereading for me. Secondly, I'm really sorry for the wait for this chapter. I got a little busy and then some parts proved a little difficult to fit Sophie into, that being said, I hope you all enjoy the chapter.

 **CHAPTER 2**

 **The Shakespeare Code**

"This is normal?!" Martha shouted the question with alarm as the Tardis suddenly started jolting about rather sharply, her hands tightening about the console she was already clinging to for dear life.

"Uh, fairly normal, yeah!" Sophie called back, clinging to the console a bit tighter as another jolt rocked the Tardis precariously, and she hit a button and turned one of the glowing knobs at the Tardis' urging, before stretching an arm out to flick a switch that was almost out of reach, only just managing to flick it down, before almost being tossed to the floor as the Tardis jolted again, making her cling tightly with both hands again.

"But how do you travel in time?" Martha asked curiously as the Doctor rapidly turned a wheel as fast as he could, "What makes it go?"

"Oh, let's take the fun and mystery out of everything," the Doctor commented as his hands moved over the console again, "Martha, you don't wanna know. It just does. Hold on tight!" he warned them as he leaned heavily against the console, practically climbing on top of it in an effort to reach a final button, smacking his hand down on it, only to go tumbling to the floor in the next instant as the Tardis jerked to a sudden halt. The abruptness of it also knocking both Sophie and Martha off their feet.

"Blimey!" Martha exclaimed a bit breathlessly as she pushed herself back up onto her feet, "Do you have to pass a test to fly this thing?"

"Yes, and I failed it," the Doctor replied as he grabbed his coat, completely ignoring the incredulous look that Martha was giving him.

"The instructors apparently didn't understand his genius," Sophie added with light amusement as she fixed the ponytail she'd thrown her hair into.

"Well, they didn't," the Doctor insisted, walking over to where Martha had left her jacket along with the small bag she'd taken out with her, grabbing the jacket up, eager to get going, "Now, make the most of it," he told her as he handed her jacket to her, "I promised you one trip," he continued as he shrugged on his coat, "And one trip only," he turned, hurrying over to the doors as Martha nodded, her face falling slightly at the reminder that this was to be her one and only trip, whilst Sophie smiled at his jubilant enthusiasm, "Outside this door…" the Doctor paused in front of the doors turning back to face them. Martha grinning with excitement once more, her eyes focusing past the Time Lord to the closed doors behind him, "Brave new world."

"Where are we?" Martha asked, her voice coming out a little breathless with her excitement as she pulled her gaze from the doors to focus back on the Doctor.

"Take a look," the Doctor urged, pushing one of the doors open enticingly, "After you," he added nodding towards the open door.

Martha took a breath, steadying herself practically buzzing with her excitement, before she started forward eagerly. Sophie smiled and started forward herself, coming to a stop beside the Doctor so that Martha could be the first to see what lay beyond the doors, "Oh, you are kidding me!" Martha breathed the moment she stood in the doorway and then stepped out. Sophie glanced at the Doctor inquisitively, he met her gaze with a wink and a smile, before nodding towards the doors again, urging her ahead of him. Sophie grinned back and started forward again, the Doctor following her as Martha repeated, "You are so kidding me," Sophie stepped out and blinked at the busy bustling street glancing around at it, followed closely by the Doctor, the Time Lord pulling the door shut behind him, "Oh my God! We did it. We travelled in time," Martha exclaimed, "Where are we?" she asked with excitement, but hurried on before a reply could be made, "No, sorry. I've got to get used to this whole new language. When are we?" she adjusted her question.

A window opened above them and the Doctor looked up, "Mind out!" he called, before he simultaneously drew Sophie closer to him with one arm wrapping it around her back and pulled Martha back and out of the way with the other as a man shouted from above, "Gardez l'eau!" before emptying the contents of his slop bucket down onto the street below.

"Somewhere before the invention of the toilet," the Doctor replied to Martha's question as Sophie crinkled her nose slightly, "Sorry about that."

"That'd explain the smell," Sophie observed with a shrug as she glanced about the street the Tardis had materialised on again. The big blue box going completely unnoticed by the urchins that were walking up and down the street.

"I've seen worse," Martha waved him off unfazed by the near miss, merely glancing down at herself to make sure that it hadn't splattered onto her pants… she'd have to borrow a pair from Sophie if it had, they were roughly the same size, she was maybe a little taller, "I've worked the late night shift at A&E," she explained as the Doctor slid his arm from around Sophie's back proffering it to her instead and she placed her hand into the crook of his elbow, before starting off down the street, "But are we safe?" Martha called after them, suddenly hit by a worrying thought and they halted turning to her, "I mean, can we move around and stuff?"

"Of course we can," the Doctor replied with a nod, before he arched a quizzical brow at her, "Why do you ask?"

"It's like in the films," Martha replied, "You step on a butterfly, you change the future of the human race."

The Doctor blinked at her, "Tell you what then, don't step on any butterflies," he told her, before pinning her with a confused look, "What have butterflies ever done to you?" he asked before he turned away.

"Besides," Sophie chimed in smiling kindly at Martha, before she glanced around the street again, searching for the pretty winged insects as the Doctor started forward again, her hand still in the crook of his elbow as she moved with him, "I don't see any butterflies about," she glanced back at Martha again, "Do you?"

Well no, Martha had to agree, but that wasn't the point, not really. She moved after them, carefully hopping over the emptied contents of the slop bucket, "What if, I dunno," she continued, "What if, I kill my grandfather?"

The Doctor blinked again, Sophie's hand slipping from his elbow as he turned back around to face Martha, walking backwards as he eyed her with a slightly furrowed brow, "Are you planning to?"

Martha quirked her brows back at him, "No."

"Well, then," the Doctor nodded, glancing at Sophie as he turned back around, she quirked her lips up in a small, but amused smile and shrugged at him. He took her hand in his, thumb stroking back and forth over the back of her hand as he continued on down the bustling street.

"And this is London?" Martha asked.

"I think so," the Doctor replied airily.

"Definitely got the Old London Town look," Sophie commented as she eyed the buildings lining the street.

The Doctor nodded, "Round 1599."

"Oh, so…" Sophie glanced around once more, before she turned her excited gaze back to the Doctor, smiling brightly, "Early Elizabethan, then."

"Yep!" the Doctor agreed, returning her bright smile with one of his own.

"Oh, but hold on," Martha called, grabbing at the back of the Doctor's coat, her eyes wide with worry once more as he and Sophie turned to her again, "Am I alright? I'm not going to get carted off as a slave, am I?"

The Doctor stared at her, confused once more, "Why would they do that?"

Martha gave him a look and pointed to her dark skin, "Not exactly white, in case you haven't noticed."

' _Oh…'_ Sophie blinked she hadn't even thought of that being a possibility, "We wouldn't let them cart you off anywhere," she assured Martha.

"I'm not even human," the Doctor reminded her, "Just walk about like you own the place," he shrugged, "Works for me."

"And Martha and I, we'll be ok, in pants?" Sophie asked, glancing down at the blue denim jeans that she was wearing, recalling the incident in 1879 with a bit of a grimace.

"Oh, right," Martha blinked and glanced down at her clothes again herself, "Don't we kind of stand out?"

"Nah, this is Elizabethan England, not Victorian Era, Scotland," the Doctor replied guessing where Sophie's thoughts had gone, "You'd be surprised just how similar Elizabethan England is to your time," he added as they started walking again, "Look over there," he pointed and Sophie and Martha glanced over to see a man shovelling horse manure into a wooden bucket, "They've got recycling," they continued on further down the street, "Water cooler moment," he added as they passed two men talking by a water barrel.

Sophie let out a low amused sound as she glanced at the Doctor, his hand squeezing about hers as Martha grinned in amusement, the three of them continuing down the street to a man of the cloth that was preaching to the masses, "…And the world will be consumed by flame!" he called loudly as they passed.

"Global warming," the Doctor commented with a nod towards the preacher, before he turned towards them again, with an excited beaming grin, "Oh, yes, and… entertainment! Popular entertainment for the masses," he remarked enthusiastically as Martha pulled on her jacket, "If I'm right, we're just down the river by Southwark, right next to…" the Doctor tightened his hand around Sophie's before taking off at a run.

Sophie frowned a bit in thought as the three of them ran down the London street, pondering on just where the Doctor was taking them to, her eyes widening as they rounded a corner and her eyes locked on a large building as they came to a stop, "Oh no…" she breathed lowly in dawning realisation of just what the Doctor was intending.

"Oh yes," the Doctor rebutted as he grinned exuberantly, "The Globe Theatre! Brand new. Just opened," he continued on with excitement as Sophie pulled her eyes from the Globe Theatre to level an unimpressed look on him, "Though, strictly speaking, it's not a globe; it's a tetradecagon, fourteen sides, containing the man himself."

Sophie grimaced, "I knew it," she bemoaned and the Doctor shot her a slightly sheepish but mostly cheeky grin, hand squeezing about hers again.

"Whoa," Martha turned to him with excitement, eyes shining with it as she grinned at the pair she was with, "You don't mean… is Shakespeare in there?"

"Oh yes," the Doctor grinned turning his head to look at Martha, before he looked back at Sophie who was standing on his other side, with a far more jubous expression as she looked at the Globe Theatre once more, "Come on, Sparks," he cajoled with another grin.

"You never give up, do you?" Sophie huffed lowly, exasperated, as she turned her gaze back to him, brow scrunching as she eyed him.

"I take it you don't like Shakespeare?" Martha queried as she looked around the Doctor to see Sophie.

Sophie turned her gaze from the Time Lord to Martha, "Not particularly fond of his work, no," she admitted with a bit of a shrug.

"Despite my best efforts," the Doctor lamented with a sigh, before he brightened again, "It'll be fun!" he promised Sophie with a wide winning grin, "And if after this you still don't like Shakespeare, I'll stop bothering you about it," he wheedled, "So, what do you say, Miss Connolly, Miss Jones," he held out his arms, "Will you accompany me to the theatre?"

"Yes, Mr. Smith, I will," Martha grinned excitedly as she linked her arm through his proffered right arm.

"Was never planning on doing anything else," Sophie informed him with a cheeky grin, blue eyes alight with amusement and a touch of mischief as she regarded him, "But all the same," she linked her arm through his proffered left arm, "I'll hold you to your promise."

The Doctor blinked at her his eyes widening comically, "Oh, that's hardly fair," he bemoaned as both women laughed. She'd got him… she'd really got him. He eyed Sophie's amused expression as the three of them started off down the street together, he couldn't even tell if she'd done that intentionally or not, "Cheeky," he murmured and then grinned as she shrugged at him lightly, smile still quirking up her lips, before shaking his head in amusement, "When you get home," he turned to Martha still grinning, "You can tell everyone you've seen Shakespeare."

"Then I could get sectioned!" Martha replied drolly.

 ***O*O*O***

The trio stood in the pit amongst the common folk of the packed Globe Theatre applauding with the rest of crowd as the actors came up to take their final bows.

"That was amazing!" Martha exclaimed as she continued to clap enthusiastically, "Just amazing! It's worth putting up with the smell."

Sophie nodded enthusiastically, "Absolutely brilliant!" she agreed as she too continued to clap with enthusiasm.

The Doctor, who was standing between them, grinned rather smugly as he turned his head to look at her, "So, you liked it then?"

"Ah, hush!" Sophie huffed at him with an irrepressible smile, cheeks flushing a light pink, "Just cos I'm not a fan and find the language frustrating to decipher and irritatingly confusing," she continued over the noise of the applause and the cheering audience, "Doesn't mean, I can't enjoy a brilliant performance."

"If ya say so, Sparks," the Doctor replied lightly, though the smug smirk that was still quirking up his lips had Sophie rolling her eyes at him.

"Foxy Git," she muttered.

"Your Foxy Git though," the Doctor commented lightly and Sophie felt herself flush a little deeper, her smile turning a little shy as a pleased warmth filled her and the Doctor's smirk grew a little more pronounced. He loved how easily he could get her to blush. In fact, he'd probably be sad if she ever stopped blushing so easily.

"And those are men dressed as women, yeah?" Martha asked as the two of them returned their attention back to the bowing actors.

"Yep," Sophie replied with a nod, the red flush slowly receding from her cheeks.

"London never changes," the Doctor remarked with a grin.

"Where's Shakespeare?" Martha asked them, "I wanna see Shakespeare. Author! Author!" she started to chant pumping her fist into the air, before she hesitated and turned to them again, "Do people shout that? Do they shout 'Author'?"

"Author!" A man in the crowd standing by Martha picked up the chant, "Author!" he cried again and it soon spread through the packed Theatre.

"Well…" the Doctor began as he looked around at the chanting crowd, "They do now."

"I think you just coined a new phrase," Sophie called over to Martha with a grin, or at least she thought that was what you'd call it.

"Created a new thing," the Doctor agreed as Martha grinned back at Sophie, before their attention was returned to the stage as Shakespeare sauntered out onto the stage, taking an exaggerated bow before the crowd, before blowing kisses into the crowd that was now clapping and cheering harder in delight.

"He's a bit different to his portraits," Martha commented as she eyed Shakespeare as he continued to blow kisses into the cheering crowd.

"He looked older in his portrait," Sophie mused in agreement.

Martha nodded in agreement, before adding with an appreciative smirk, her eyes still locked on Shakespeare, "And less dashing."

Sophie shrugged at that, her eyes drifting from the stage to the Doctor, his eyes landing on her a moment later. He winked at her with that foxy smirk of his curving up his lips and she found herself blushing all over again at the warmth in his eyes as she smiled, wondering briefly if her eyes where sparkling again as he claimed. Which of course, they were. He took her hand in his and interlaced their fingers as their eyes returned to the stage and Shakespeare who was still exulting in the crowd's accolade.

 ***O*O*O***

In one of the upper boxes overlooking the stage, a young woman who'd taken the name Lilith, sat in aristocratic finery. Alone in the box, she reached into her small pouch and pulled out a small doll, a tuft of hair sticking out from its head.

 ***O*O*O***

"Genius," the Doctor murmured to them with excitement, "He's a genius. The genius. The most human Human that's ever been. Now we're gonna hear him speak. Always he chooses the best words. New, beautiful, brilliant words."

"Ah, shut your big fat mouths!" Shakespeare called and the crowd broke into laughter as the Doctor's face fell with disappointment.

"Oh, well," he muttered.

"Not exactly the opening line I expected to hear," Sophie mused.

"No," the Doctor lamented mournfully and felt Sophie pat his arm sympathetically with her free hand. He glanced at her and pouted at the rather amused grin that she was trying and failing to suppress. He reached up with his free hand and gently bopped her on the nose with a finger and a soft helplessly amused giggle escaped her. The Doctor's lips quirked up fondly and he squeezed their clasped hands, the petite brunette returning the gesture an instant later.

"You should never meet your heroes," Martha commented, smiling in amusement herself as she glanced at the two of them.

"You've got excellent taste, I'll give you that," Shakespeare spoke again before pointing to a man in the crowd, "Oh, that's a wig!"

 ***O*O*O***

Lilith twirled her hand around the tuft of hair on the doll, watching Shakespeare intently, "Wind the craft of ancient harm," she chanted, "The time approaches for our charm."

 ***O*O*O***

"I know what you're all saying," Shakespeare continued, "'Love Labour's Lost', that's a funny ending, isn't it? It just stops! Will the boys get the girls? Well, don't get your hose in a tangle, you'll find out soon. Yeah, yeah. All in good time. You don't rush a genius," he bowed.

 ***O*O*O***

Lilith brought her doll to her lips and gave it a kiss, watching in delight as Shakespeare jerked upright in response.

 ***O*O*O***

"When?" Shakespeare questioned, staring almost as if a little dazed, "Tomorrow night," the cast looked at him stunned, whilst the audience cheered in delight, "The premiere of my brand new play. A sequel, no less and I call it 'Loves Labour's Won'!"

His proclamation was met by rapturous applause by the audience. The Doctor and Sophie stood quietly. The petite brunette glanced at the Doctor, brow scrunched slightly, that had seemed a little odd to her.

 ***O*O*O***

"I'm not an expert," Martha murmured as the three of them filed out of the Theatre with the rest of the audience, "But I've never heard of 'Loves Labour's Won'."

Sophie shook her head, the bells in her ears chiming softly with the action, "Can't say I have either," and she really wasn't an expert, "Though I think," she murmured pensively, "One of my English teachers mentioned something about a rumoured lost play."

"Exactly," the Doctor nodded, "It's _the_ lost play. It doesn't exist, only in rumours. It's mentioned in lists of his plays, but never ever turns up. And no one knows why."

"Have you got a mini-disc or something?" Martha asked, "We could tape it. We can flog it. Sell it when we get home and make a mint."

The Doctor levelled a look at her, "No."

"That would be bad," Martha nodded.

"Very," Sophie agreed.

"Yeah, yeah," the Doctor nodded himself, glancing away again as the three of them continued to file along with the crowd.

"Well, how come it disappeared in the first place?" Martha asked curiously.

"It's a mystery," Sophie murmured, glancing at the Doctor.

The Time Lord turned his head to stare at the two of them, "Well, I was just going to give Martha a quick little trip in the Tardis," the Doctor hedged and Sophie quirked her brows up at him, lips curving into a small somewhat knowing smile as Martha stared at him, breath baited with excitement and eyes all so hopeful. And he was rather curious himself, "But I suppose we could stay a bit longer."

 ***O*O*O***

In his room at the Elephant Inn, Shakespeare sat at a table with two members of the cast, the three talking together as a maid quietly swept at the floor a short distance away, "Here ya go, Will," a blond barmaid stepped into the room with a grin, a tray in her hands, approaching the table, "Drink up," she urged brightly as she served them, "There's enough beer in this lodgings house to sink the Spanish."

"Dolly Bailey, you've saved my life," Shakespeare smiled appreciatively and raised his tankard in a silent toast to her.

"I'll do more than that later," Dolly assured flirtatiously with a suggestive wink and a sultry grin, before she turned her gaze landing on the young maid that was still quietly sweeping the floor by the door, "And you, girl, hurry up with your tasks," she ordered, "The talk of gentlemen is best not overheard."

"Yes ma'am," the maid nodded meekly, "Sorry ma'am," she added as she swept her broom across the floor faster, glancing back at Dolly and the three gentlemen at the table as the woman turned her attention from her, listening intently.

"You must be mad, Will," one of the men sitting with Shakespeare declared shaking his head, "Loves Labour's Won? I mean, we're not ready," he protested, "It's supposed to be next week. What made you say that?"

"You haven't even finished it yet," the other man murmured in agreement with the first, eyeing Shakespeare with a dubious frown.

"I've just got the final scene to go," Shakespeare waved off their concerns, honestly not sure himself why he'd said it, "You'll get it by morning," he assured.

"Hello!" the Doctor called cheerily as he appeared in the open doorway with a knock, drawing their attention, "Excuse me, not interrupting, am I?" he asked with a grin as he stepped in, not bothering to wait for an invitation, "Mr. Shakespeare, isn't it?"

"Oh, no, no. No, no, no," Shakespeare huffed with exasperation, slumping back into his chair, "Who let you in?" he groaned as Sophie stepped into the room, Martha lingering a bit behind the two feeling a tiny bit nervous about actually meeting Shakespeare, "No autographs. No, you can't have yourself sketched with me. And please, don't ask where I get my ideas from. Thanks for the interest. Now be a good boy and shove…" he trailed as he turned his gaze back to the man and Sophie blinked as his eyes came to rest on her, before glancing over to rest on Martha who'd peeked out from behind the Doctor and Sophie to peer into the room, "Hey, nonny nonny," he breathed eyes locked on Martha, previous irritation forgotten in the blink of an eye, "Sit down right next to me," he urged the dark beauty, before he turned his attention briefly back to the two men he was seated with as the Doctor, Sophie and Martha stepped a bit further into the room, "You two get sewing on them costumes. Off you go."

"Come on, lads," Dolly grinned a laugh escaping her as she eyed Shakespeare's face, "I think our William's found his new muse."

"Sweet ladies," Shakespeare continued as he gazed at the two beautiful young women once more, ignoring the others as the two men got up from their chairs as they and Dolly started for the door, as he swept his eyes over them, "Such unusual clothes," he commented as Martha sat down in the chair closest to him, "So… fitted," he murmured with appreciation.

Sophie glanced down at the simple red shirt she was wearing under her warm leather jacket, before drawing the edges closer around her, suddenly feeling a bit uncomfortable, and the Doctor who'd shrugged off his coat and was sitting in a chair next to Sophie, shifted it closer and took her hand pointedly in his, thumb stroking over the back of her gloved appendage as he levelled a cool look on Shakespeare, something the man took note of, before his gaze slid back to the woman sitting in the chair next to him, hardly fazed at all by the nonverbal rebuffs he'd received, he was far more interested in this wonderous dark beauty.

"Um, verily, forsooth, egads," Martha tried, attempting to speak in the language of the times.

"No, no, don't do that," the Doctor muttered quickly and Martha glanced at him, "Don't," he insisted as he reached into his pocket and pulled out his psychic paper, flipping it open as he held it out towards Shakespeare, "I'm Sir Doctor of Tardis and this is my beautiful spark," Sophie felt herself flush, teeth sinking into her lower lip as her lips curved into an irrepressible smile as she glanced at _her_ Foxy Git, who smiled at her fondly as he continued with his introduction, "Dame Sophie Connolly of the Powell Estate," he turned his gaze to Martha, indicating her with a nod, "And our companion, Miss Martha Jones."

"Interesting," Shakespeare mused as he stared at the paper being held out to him, "That bit of paper. It's blank."

"Oh, that's… very clever," the Doctor murmured impressed as he pulled back the psychic paper looking at it, "That proves it," he grinned, "Absolute genius."

Martha leaned across the table peering at the paper curiously and blinked, "No," she refuted with a smile, "It says so right there. Sir Doctor, Dame Sophie Connolly, Martha Jones. It says so."

"And I say it's blank," Shakespeare disagreed lightly.

"Psychic paper," the Doctor said in explanation as Martha glanced at them in confusion, only for the woman to raise her brows questioningly, "Um, long story," he muttered scratching at his ear, "Oh, I hate starting from scratch," he huffed lowly as he slipped the black wallet back into a one of his pockets.

Sophie blinked and shot the Doctor a confused look, he'd explained it easily enough to her and Rose back when he'd first whipped it out in front of them and used it as an invitation, and she didn't recall it being all that long of an explanation either. She glanced at Martha, who looked a bit disappointed with the answer.

"Psychic?" Shakespeare murmured musingly.

"Tell you later?" Sophie offered quietly and Martha shot her a grateful smile, whilst the Doctor glanced at the two of them with a blink, had he been unintentionally rude again? He just hadn't felt like explaining… not when Martha would only be around for this one trip… she wouldn't really need to know.

"Never heard that before and words are my trade," Shakespeare eyed the Doctor, "Who are you exactly?" he questioned before his gaze slid to Sophie and Martha once more, "And with such jewels at your side. More's the point," he focused on the jewel closest to him and yet still seated far too far from him in his opinion, "Who is your delicious blackamoor lady?"

"What did you say?" Martha asked shocked, her brows raised, not entirely sure if she should be offended or not, whilst Sophie's brow furrowed and the Doctor slumped a bit in his chair with a quiet sigh.

"Oops. Isn't that a word we use nowadays?" Shakespeare asked, "An Ethiop girl?" he tried and Martha's lips pursed slightly as he carried on, whilst Sophie arched an incredulous brow and the Doctor let out a quiet groan as he eyed them. He could see things getting out of hand. He really could, "A swarth? A Queen of Afric?"

"I can't believe I'm hearing this!" Martha exclaimed with annoyance, much to Shakespeare's surprise and he blinked at her.

Sophie shook her head, bells chiming softly as she tugged at the ends of her hair, "1599," she muttered, before glancing at Martha again with a small grimace, "He's not trying to be rude. Not deliberately anyway."

"It's political correctness gone mad," the Doctor muttered in agreement as he rubbed at his eye with a bit of a grimace, "Um, Martha's from a far-off land. Freedonia," and Shakespeare smirked at him, before his gaze returned to Martha.

' _Your ability to name things never ceases to amaze me,'_ Sophie projected sarcastically.

' _I am rather brilliant at it, aren't I?'_ the Doctor responded completely ignoring her sarcasm and Sophie rolled her eyes as he grinned.

"Excuse me!" A man called and the Doctor, Sophie and Martha who had their backs to the door turned to see an older gentleman dressed in expensive black clothes and wearing the gold chain of his office standing in the doorway, "Hold hard a moment. This is abominable behaviour. A new play with no warning?" he glowered, stepping further into the room, approaching the table, "I demand to see a script, Mr. Shakespeare. As Master of Revels, every new script must be registered at my office and examined by me before it can be performed."

"Tomorrow morning, first thing," Shakespeare replied, "I'll send it round."

"I don't work to your schedule, you work to mine," the man informed Shakespeare with increasing irritation, "The script, now!" he demanded.

"I can't," Shakespeare replied simply, looking at the man calmly as he leaned back in his chair.

"Then tomorrow's performance is cancelled," the man sneered scornfully and the maid who'd quietly remained, lingering in the room unobtrusively, just as quietly slipped out the open doorway.

"It's all go around here, isn't it?" Martha commented and Sophie nodded in agreement as the man turned, starting towards the door.

"I'm returning to my office for a banning order," he stated matter-of-factly, stopping in the doorway to pin Shakespeare with a hard look, "If it's the last thing I do, 'Love's Labours Won' will never be played," he declared, before turning on his heel and marching out of the room and back down the stairs out of the Inn to the courtyard and right into the young maid that had been in Shakespeare's room.

"Oh, sorry, sir," Lilith murmured, peeking up at him from under her lashes as she smiled coyly, "Begging your pardon, sir. Mind you don't hurt that handsome head of yours," she continued, reaching up, stroking her hand over his hair.

"Hold hard wanton woman!" he exclaimed reprovingly, before he murmured in a much quieter voice, "I shall return later," he promised with a smirk, before sauntering off. Lilith watched him go a moment, a lock of his hair in hand.

She turned and dashed back towards the Inn, running up a landing and tucking herself into a quiet corner, before pulling out the doll with a tuft of hair, "Oh, my mothers, there's one seeks to stop the performance tomorrow," she muttered with quiet urgency.

 ***O*O*O***

"But it must be tomorrow!" Doomfinger exclaimed as she and Bloodtide stood at a cauldron, its contents bubbling.

"Love's Labours Won must be performed!" Bloodtide decreed.

 ***O*O*O***

"Fear not," Lilith replied as she wrapped the new hair she'd procured around the doll, "Chant with me. Water damps the fiercest flame… drowns girls and boys the same," the voices of Doomfinger and Bloodtide joined hers.

Lilith submerged the doll into a pail of water and the man who was walking along the street heading back to his office as he'd promised Shakespeare, suddenly started to choke, his hands going first to his throat and then to mouth as he swayed.

 ***O*O*O***

The Doctor, Sophie, Martha and Shakespeare sat in silence, fresh tankards of beer in front of them, the barmaid Dolly having brought up a fresh round for them shortly after the man, Lynley, Shakespeare had told them, had stormed out. The Doctor sat pensively, his tankard of beer sitting practically untouched on the table in front him, a hand resting on the table near it. Whilst Sophie idly traced her gloved fingers up and down over the handle of her own tankard, undecided if she liked the flavour of the beer enough to drink anymore of it.

Martha grimaced mildly as she swallowed another mouthful of her own, "Well then…" she murmured breaking the brief silence that had fallen over them as she set her tankard down again, glancing over at Sophie and the Doctor, "Mystery solved," she sighed, unable to help the creeping sensation of disappointment that it was over and that she'd soon be taken home, "That's 'Love's Labours Won' over and done with. Thought it might be something, you know…" she shrugged, "More mysterious."

A man's scream suddenly rent the air and their gazes shot to the window in the direction it had come from. The sound was soon followed by a woman's and the four were up out of their chairs and running for the door. They made it out into the Inn's courtyard as the man, Lynley stumbled back in from the street, copious amounts of water spilling from his mouth as he clutched at his throat. The four coming to a sudden stop at the sight of him, eyes widening in alarm for the man, "It's that Lynley bloke," Martha murmured.

"What's wrong with him?" the Doctor questioned frowning as more water gushed from Lynley's mouth.

"Where's all the water coming from?" Sophie muttered, her brow furrowing with concern as more water came from Lynley's mouth, splattering to the ground at his feet.

"Leave it to me," the Doctor called to the anxiously watching crowd that had been drawn out of the Inn by the noise, "I'm a Doctor," he finished as he ran towards the man.

"So am I," Martha added as she followed closely on his heels, "Near enough," she muttered as Sophie hurried forward too as Martha swiftly took a position on Lynley's other side trying to help the Doctor support him as he continued to choke, more water spilling from his mouth. Shakespeare who'd hurried after them himself shot Martha a brief curious look.

 ***O*O*O***

Lilith took the doll from the water, "Now to halt the vital part," she chanted quietly, the voices of mothers Doomfinger and Bloodtide mingling with hers, "Stab the flesh and stop the heart," she stabbed the doll with a large pin, "Eternal sleep is thine," she whispered, before tearing the dolls head from its body.

 ***O*O*O***

Lynley collapsed and the Doctor and Martha lowered him to the ground, before the Time Lord stood once more and ran towards the street Lynley had stumbled in from, glancing about the night, brow furrowed. Sophie glanced after him, before returning anxious eyes to Martha as she pressed an ear to Lynley's chest listening for a heartbeat and checking for breathing, "Gotta get the heart going," Martha muttered as she sat up a bit, "Mr. Lynley, c'mon, can you hear me? You're gonna be alright," she started to clear his airways, preparing to give him mouth to mouth, when more water gushed out of his mouth making her pull back, "What the hell is that?"

"Water," Sophie muttered in response, crouching down by Martha as she glanced at her, the Doctor dashing back over to them, her brow still furrowed, "It's more water."

"I've never seen a death like it," the Doctor muttered as he kneeled down by the body, "His lungs are full of water, he drowned and then…" he trailed frowning as he stared down at Lynley mind racing, "I dunno, like a blow to the heart, an invisible blow," he stood and turned to Dolly, "Good mistress, this poor fellow has died from a sudden imbalance of the humours. A natural if unfortunate demise. Call a constable and have him taken away."

Dolly nodded, "Yes, Sir."

"I'll do it, ma'am," Lilith offered, having stepped quietly out of the Inn to join them in the courtyard just a moment ago. Dolly gave her a nod, and Lilith turned, a satisfied smirk curving up her lips as she walked away, exiting the courtyard on light feet.

"And why are you telling them that?" Martha asked quietly, frowning rather heavily at the Doctor as he crouched down with her and Sophie again.

The Doctor glanced at her, "This lot still have got one foot in the Dark Ages," he muttered in explanation, "If I tell them the truth, they'll panic and think it was witchcraft."

"Right," Sophie murmured softly grimacing as she continued, "Rather not provoke a witch hunt."

"Ok," Martha murmured in agreement as she nodded, she'd rather avoid that too, she focused on the Doctor again as she asked, "What was it then?"

"Witchcraft," the Doctor replied seriously.

 ***O*O*O***

Lilith stood between mother Doomfinger and Bloodtide around the bubbling cauldron, "The potion is prepared," Doomfinger announced, "Now take it," she handed a steaming bottle to Lilith, "Magic words for the playwright's fevered mind."

"Shakespeare will release us," Bloodtide crowed, "The mind of a genius will unlock the tide of blood."

"Upon this night, the work is done," Lilith murmured, a pleased smirk quirking up her lips as she continued mirthfully, "A muse to pen Love Labour's Won!" she corked the bottle and slipped it safely inside her small pouch.

 ***O*O*O***

The Doctor, Sophie and Martha followed Shakespeare back into the Inn, up the stairs and into his room. The playwright seating himself heavily into one of the chairs at the table, his thoughts as heavy as they were sombre. Whilst the Doctor leaned against a large cabinet, Sophie leaning pensively beside him on one side and Martha stood a slight distance away on the other, her arms crossed over her chest. His hand brushed against Sophie's gloved one and soon he found himself taking her hand in his intertwining their fingers, stroking his thumb back and forth over the back of it as his mind continued to turn over the events, what he'd seen happen, feeling Sophie's fingers tighten briefly about his own, before her thumb started slowly caressing back and forth, the petite brunette still lost in her own thoughts.

Dolly appeared in the doorway, "I got you a room, Sir Doctor," she informed them drawing their attention to her, "You, Dame Connolly and Miss Jones are just across the landing," she murmured getting a nod before she turned and left once more.

"Poor Lynley," Shakespeare sighed, breaking his heavy silence, "So many strange events," he mused as he turned his gaze to the three with him, "Not least of all," he focused on Martha, "This land of Freedonia where a woman can be a doctor?"

"Where a woman can do what she likes," Martha corrected, lips quirking up into a confident, proud smile.

"And you, Sir Doctor," Shakespeare focused his eyes on the puzzle of a man, "How can a man so young have eyes so old?"

"I do a lot of reading," the Doctor shrugged.

"A trite reply," Shakespeare murmured musingly, "Yeah, that's what I'd do," his gaze focused on Sophie, "And you, there is a question in your eyes, such uncertainty, like you are unsure of your place in the world, perhaps of even who you are. Like you are a mystery to yourself."

And Sophie flinched minutely, the Beast's words occurring to her again, 'You who doesn't even know what you are?'

' _We'll find the answers, Sparks,'_ the Doctor projected to her reassuringly, the petite brunette having accidently projected her thoughts once more, and she turned her head to look at him, _'The answers are out there somewhere,'_ he continued confidently, their eyes meeting, _'And we'll find them.'_

Shakespeare eyed the silent interaction with curiosity, questions growing in his mind, before he turned back to Martha, "And you?" she turned her gaze from the Doctor and Sophie to focus on him again, "You look at him like you're surprised he exists. He's as much a puzzle to you as he is to me. But," his gaze returned to Sophie, "He's not so much of a mystery to you. You look at him and the uncertainty you feel fades."

"I think we should say goodnight," Martha murmured and started for the door, a bit disconcerted about being so easily read by the man.

"I must work," Shakespeare agreed as Martha left, "I have a play to complete. But I'll get my answers tomorrow, Doctor," he stated confidently as the Doctor and Sophie headed towards the door, "And I'll discover more about you and why this constant performance of yours."

"All the world's a stage," the Doctor mused as he paused in the doorway, looking back at Shakespeare.

"Hmm," Shakespeare pondered the words as Sophie glanced at the Doctor questioningly, a brow arching, "I might use that," Shakespeare mused, "Goodnight, Doctor, Lady Sophie."

"Goodnight," Sophie replied.

"Nighty-night, Shakespeare," the Doctor murmured, before they stepped out the door and started away, leaving Shakespeare to work on his play.

 ***O*O*O***

Martha turned, the small candle she'd been using for light as she examined the room in hand as the door opened and Sophie and the Doctor stepped into the small bedroom they would be sharing. She smiled at them before turning her gaze to the room again, "Not exactly five-star, is it?"

"Oh, it'll do," the Doctor replied as he glanced about the room.

Sophie nodded as she stepped away from the door, "It could be worse," she murmured as she peered about the bedroom.

"I've seen worse," the Doctor added as he closed the door behind him and moved away from the door.

"I haven't even got a toothbrush," Martha realised… or anything really, just what she'd had on her for Leo's 21st, and her bag was back in the Tardis at that.

"Ooh," the Doctor patted at his pockets, before delving into one of them and pulling out a toothbrush, "Contains Venusian spearmint," he explained as he held it out to Martha.

Martha took it with a bemused smile, before her eyes turned once more to the one and only bed in the room, "So, who's going where?" she asked before she glanced back over at the Doctor and Sophie, "I mean, there's only one bed."

"We'll manage," the Doctor replied easily as he flopped down on to the mattress.

"We'll be a bit squished," Sophie muttered, butterflies stirring faintly in her stomach as she started towards the bed, a hand reaching up to pull the hair-tie from her hair, and slipping it into a pocket of her leather jacket, before settling herself down on the bed, only for the Doctor to pout at the distance she'd left between them and pat the bed beside him again. Sophie felt herself flush lightly, butterflies stirring in her belly again as she shifted closer to him.

Martha smiled slightly at them even as she swallowed against the sinking bitter feeling she recognised as jealousy. She stamped down on the emotion ruthlessly, truly determined to get over her little crush, he was taken and that was that, "So, magic and stuff," she commented, "That's a surprise. It's all a little bit 'Harry Potter'."

"Wait till you read book seven," the Doctor remarked, "Oh, I cried."

Sophie glanced over at him, her eyes slightly wide, "Really?"

"Oh, you'll be bawling," the Doctor told her.

Sophie let out a groan as she flopped back against the bed, "I swear you say things like that just to tease me!"

The Doctor shrugged, smirking as Sophie pouted, "You can read it on your birthday," he promised, technically that would only a few days early of its release date in 2007, so it wouldn't be a spoiler... not really.

Sophie blinked at him, surprised and delighted, she hadn't been expecting that, "Really?" she murmured and the Doctor nodded, smirk widening into a grin at the excitement on her face, "Thank you!" she beamed a grin and gave him a warm kiss on the cheek.

The Doctor took one of her gloved hands in his as she pulled back to rest against the pillows once more and pressed a warm kiss to the back of it, "You're welcome, Sparks," he murmured, smirking rather pleased as her cheeks flushed faintly.

"But is it real, though?" Martha asked with excitement, "I mean, witches, black magic and all that, it's real?"

"Course it isn't!" the Doctor scoffed.

"Well, how am I supposed to know?" Martha huffed, frowning a little offended, "I've only just started believing in time travel. Give me a break."

"You're the one who said it was witchcraft," Sophie reminded him, her brow furrowing slightly as she stared at him.

"Yes, well," the Doctor glanced at her, "It looks like witchcraft, but it isn't," he frowned slightly himself, "It can't be," he turned his gaze back to Martha who hadn't moved from where she was standing, "Are you going to stand there all night?"

Martha stepped around the bed, "Budge up a bit, then," she told the two already on the bed as she sat down on the other side of Sophie, "Sorry, there's not much room."

Sophie glanced at the Doctor again as she budged up as much as she could, "Told you, we'd be squished."

"And I'd told you, we'd manage," the Doctor replied as he shifted himself, wrapping his arms around Sophie, drawing her into his side and Sophie felt her cheeks flush faintly once more as she arranged herself so that she was comfortable, her head resting on his chest and her back to Martha as she laid down beside her.

"Us three here, same bed. Tongues will wag," Martha mused as she did her best to get comfortable in the space they'd made for her.

"No doubt," Sophie agreed with a low sigh.

"There's such a thing as psychic energy," the Doctor murmured pensively, "But a human couldn't channel it like that," Sophie shifted slightly against his chest looking up at him as he continued, "Not without a generator the size of Taunton and I think we'd have spotted that. No, there's something I'm missing, Sparks. Something really close," he trailed his fingers up and down Sophie arm tracing over the leather of his old jacket, "Staring me right in the face and I can't see it," he let out a low pensive sigh, before he glanced down at the woman in his arms and smiled, "Still, we'll figure it out, won't we, Sparks?"

"Yeah," Sophie murmured in agreement, her brow scrunched in thought.

The Doctor turned his head to glance at Martha who'd turned so that she was lying on her side facing them, "I'll take you home tomorrow," he promised, before looking back up at the ceiling pensively.

"Great!" Martha muttered with a frown as she rolled over on to her other side and blew out the candle she'd placed down on the bedside table.

 ***O*O*O***

Lilith approached the Elephant Inn once more, staring up at the window to Shakespeare's room, before levitating herself up to the window, peering in to see him sitting with his backed turned to it, quill in hand as he wrote. She quietly opened the window and slipped the potion from the pouch she'd stowed it into, uncorking it. She brought it up to her mouth and quietly blew against the mouth of the bottle, blowing the fumes of the potion towards Shakespeare, the playwright inhaling them a moment before slumping forward over his papers, unconscious.

Lilith slipped quietly into the room through the window, holding up a marionette, a quill in its hand as she started to chant once more, "Bind the mind and take the man. Speed the words to writer's hand."

Shakespeare jerked upright once more as Lilith jerked the strings of her marionette, his eyes vacant as he stared ahead of him, his quill moving over paper once more as Lilith manipulated the strings of the marionette, jiggling its arm.

 ***O*O*O***

Sophie shifted slightly in the Doctor's embrace, listening to the sound of his hearts beating as her mind drifted sleepily, just on the edge of sleep. His hand that was lightly holding her gloved one as it rested against his chest tightening briefly in response. Whilst the Doctor continued to stare pensively up at the ceiling, wide awake as he thought. And Martha lay with her back to the pair still as she slept peacefully.

 ***O*O*O***

Shakespeare under the power of Lilith scrawled the word 'finis' onto the page and Lilith allowed him to slump forward against the table, unconscious once more. She reached out a hand and stroked his hair, her back to the door.

"Will?" Dolly Bailey called as she stepped into the room, a broom in hand, "Finished cleaning just in time for your special treat," she looked up with a grin only to pause as she caught sight of Lilith standing there, "Oh, aye. I'm not the first, then."

Lilith turned and Dolly's eyes widened in fright at the sight of her face wrinkled with age, "I'll take that to aid my flight and you shall speak no more this night," she snatched the broom from the shocked Dolly's grasp and Dolly couldn't help but scream in terror as the woman advanced on her menacingly.

 ***O*O*O***

The Doctor, Sophie and Martha jolted upright, before the trio leapt up off the bed and scrambled out the door. The Doctor leading the way as they dashed in the direction that the scream had come from. The three of them burst through the door into Shakespeare's room to see Dolly Bailey lying on the floor close to the door.

Shakespeare jerked awake at their entrance, "Wha'?" he muttered groggy and confused, "What was that?" and when exactly had he fallen asleep?

Sophie and Martha looked up from the collapsed still form, their troubled eyes landing on the open window and they ran towards it whilst the Doctor knelt down by Dolly, "Her heart gave out," he observed with a furrowed brow, "She died of fright."

Sophie stared wide eyed out the window at the form that was silhouetted in the light of the moon, astride a broomstick, "No way," she breathed as the silhouetted form cackled menacingly, before she called over her shoulder, her voice mingling with Martha's as the young medical student pulled herself out her own shock, "Doctor?"

The Doctor stood and hurried over, standing slightly behind the two of them as he joined them at the window, peering out of it only to see nothing out of the ordinary, "What did you see?" he asked as he look at them.

"A witch," Martha replied.

"She flew off with a cackle," Sophie murmured.

The Doctor blinked, glancing at her again with a slightly raised brow, "Flew?"

Sophie pulled her gaze from the night sky to look at him and nodded in confirmation, bells chiming quietly.

"On a broom," Martha clarified and the Doctor glanced at her again too, before he turned his gaze back to the night sky, his brow furrowing once more. Things were just continuing to not make any sense, none at all.

 ***O*O*O***

Shakespeare stood at the open window of his room, staring morosely out at the lightening sky as dawn crested the horizon. A cockerel crowed and he let out a low sigh, "Oh, sweet Dolly Bailey," he murmured, before he turned to the three that were seated around his table, "She sat out three bouts of the plague in this place when we all ran like rats," he told them as he moved away from the window towards his chair, sinking down into it, "But what could have scared her so? She had such enormous spirit."

"Rage, rage against the dying of the light," the Doctor quoted, his head in his hands as he rested his elbows against the surface of the table.

"I might use that," Shakespeare mused.

"You can't," the Doctor replied as Sophie tangled the ends of her hair, that she'd thrown back up into a ponytail, around her fingers as she glanced at the Doctor as he continued, "It's someone else's."

"But the thing is," Martha murmured, her brow furrowed thoughtfully, "Lynley drowned on dry land, Dolly died of fright, and they were both connected to you."

"You're accusing me?" Shakespeare asked, visibly surprised and perhaps a little offended by the possible accusation.

"No," Martha replied.

"Course not," Sophie murmured in agreement as she untangled her fingers from the ends of her hair.

"But Sophie and I saw a witch," Martha continued and Sophie nodded, "Big as you like, flying, cackling away, and you've written about witches."

"I have?" Shakespeare asked, brow furrowing in confusion as he stared at Martha, whilst Sophie winced, 'oops', "When was that?"

"Not, not quite yet," the Doctor whispered lowly to Martha.

"Peter Streete spoke of witches," Shakespeare informed them as he leaned back in his chair, his expression troubled.

"He did?" Sophie asked with a pensive frown and Shakespeare nodded and Sophie blinked, her pensive frown deepening, another question forming.

"Who's Peter Streete?" Martha asked, voicing the question that had been on the tip of Sophie's tongue as she turned her eyes back to the playwright.

"Our builder," Shakespeare explained, "He sketched the plans to the Globe."

"The architect," the Doctor mumbled with a nod, his mind still racing, "Hold on. The architect!" he slapped his fisted hand against the table making Sophie and Martha jump slightly at the sudden outburst, "The architect!" he repeated, "The Globe!" he leapt to his feet and started racing for the door, "Come on!" he called over his shoulder, Sophie already following him, Martha and Shakespeare only a couple of steps behind as they chased after the pair.

 ***O*O*O***

"The columns there, right?" the Doctor asked as he stood in the pit of the Globe Theatre whilst Sophie, Martha and Shakespeare stood on the stage, "Fourteen sides," he murmured musingly, "I've always wondered, but never asked… tell me, Will, why fourteen sides?"

"It was the shape Peter Streete thought best, that's all," Shakespeare shrugged, "Said it carried the sound well."

"Fourteen," the Doctor murmured as he glanced around the Theatre again, "Why does that ring a bell? Fourteen."

"There's fourteen lines in a sonnet," Martha pointed out and Sophie nodded in agreement, bells chiming quietly.

"So there is," the Doctor agreed aloud, "Good point," he nodded, "Words and shapes following the same design."

"Oh," Sophie murmured, turning her gaze about the Theatre again, "And words are powerful," she turned her gaze on the Doctor, "Even more so in a Theatre."

"Yes, yes, they are," the Doctor muttered, mind racing as he started to pace, "Fourteen lines, fourteen sides, fourteen facets… oh my head. Tetradecagon…think, think, think!" he muttered, hitting his forehead with each word, "Words, letters, numbers, lines!"

"This is just a theatre," Shakespeare protested with exasperation.

"Oh, yeah, but a theatre's magic, isn't it?" the Doctor replied, turning to the playwright, "You should know. Stand on this stage, say the right words with the right emphasis at the right time… oh, you can make men weep, or cry with joy, change them. You can change people's minds just with words in this place. And if you exaggerate that…"

"Then the theatre becomes more than a theatre," Sophie murmured pensively, her brow scrunched slightly whilst the Doctor turned his eyes to her with a nod of agreement.

"It's like your police box," Martha chimed in, staring at the Doctor, "Small wooden box with all that power inside."

"Oh," the Doctor grinned at her, "Oh, Martha Jones, I like you."

Sophie nodded, her own lips curved up into a smile as she glanced at Martha, before she sighed lowly, "That still leaves 'why'?" she muttered, her brow scrunching into a troubled pensive frown again as her eyes returned to the Doctor, "Why go to all the trouble?"

The Doctor frowned himself and shook his head, "I dunno, Sparks," he murmured, before he smiled again, "Tell you what, though. Peter Streete would know," he turned his eyes back to the still somewhat sceptical Shakespeare, "Can I talk to him?"

"You won't get an answer. A month after finishing this place…" Shakespeare trailed and shook his head sadly, "Lost his mind."

Sophie frowned as Martha exclaimed, "Why?" before she quickly followed it with, "What happened?"

"Started raving about witches, hearing voices, babbling," Shakespeare explained, "His mind was addled."

"But, he hadn't shown any signs of illness before?" Sophie half asked, half stated, drawing Shakespeare's gaze from Martha to her, whilst the Doctor's frown deepened as he waited for the man's reply.

"None," the playwright murmured.

Sophie frowned a bit harder, eyes troubled as she glanced away from Shakespeare, "Witches…" she muttered pensively as she started towards the edge of the stage and jumped down, joining the Doctor in the pit.

"Where is he now?" the Doctor asked.

"Bedlam," Shakespeare responded as he turned his attention back to the Doctor.

"What's Bedlam?" Martha asked.

"Bethlehem Hospital. The madhouse," Shakespeare explained.

"We're gonna go there," the Doctor stated as he stepped closer to Sophie taking her hand in his, "Right now. Come on," he gestured for Martha to follow as he turned, he and Sophie starting for the exit. Whilst Martha jumped off the stage to follow them.

"Wait!" Shakespeare called after them as he moved to follow, "I'm coming with you," he jumped off the stage, "I want to witness this at first hand!" he exclaimed as the Doctor and Sophie slipped past two young men as they entered and out the door, "Ralf, the last scene as promised," Shakespeare told one of them, "Copy it, hand it round, learn it, speak it," he ordered hurriedly as Martha followed the two out the door, "Back before curtain up. And remember, kid, project. Eyes and teeth. You never know, the Queen might turn up," he started for the door again himself, leaving Ralf to stare after him, before looking down at the paper he'd been given, "As if," Shakespeare muttered lowly as he walked through the doorway, moving quickly to catch up with the others, absolutely refusing to be left behind, "She never does."

 ***O*O*O***

"So, tell me of Freedonia," Shakespeare requested as he walked beside Martha as they followed the Doctor and Sophie through the streets, "Where women can be doctors, writers, actors."

"This country's ruled by a woman," Martha reminded him.

"Ah, she's royal," Shakespeare countered, "That's God's business. Though, you are a royal beauty," he flirted.

"Whoa, Nelly," Martha came to a stop, turning to face the playwright, "I know for a fact you've got a wife in the country."

"Doctor," Sophie murmured and the Doctor turned his head to look at her, "We're leaving Martha behind," and the pair paused in their stride as the Doctor glanced back over his shoulder to see that the two following them had stopped in the middle of the street facing each other.

"But Martha," Shakespeare murmured with a wide smile as he continued flirtatiously, "This is Town."

The Doctor rolled his eyes with exasperation and started quickly back towards them, Sophie in tow, his hand still holding her gloved one, "Come on," he called to them, drawing their attention, "We can all have a good flirt later."

"Is that a promise, Doctor?" Shakespeare asked flirtatiously and Sophie blinked brows rising a bit surprised by it, before she glanced at Martha, who was staring at the playwright with some bemusement.

"Oh," the Doctor shook his head, "Fifty-seven academics just punched the air," he muttered.

Sophie glanced at him, a curious brow arching as she eyed him, "They did?" she asked with some amusement.

"Oh yes," the Doctor replied, "Now move!" he ordered the group at large, before he led them swiftly down the street again.

 ***O*O*O***

Loud screams and wailing moans echoed through the corridors of the hospital as the Doctor, Sophie, Martha and Shakespeare where led through the building by the Keeper.

"Does my Lord Doctor wish some entertainment while he waits?" the Keeper asked with a smirk as he led the group of four into another section, "I'd whip these madmen," the Doctor's face darkened as he frowned and Sophie flinched, eyes widening with horrified alarm as she stared at the Keeper. Whilst behind them Martha stared incredulously and Shakespeare grimaced uneasily, "They'll put on a good show for ya," the Keeper continued with a grin seemingly unaware of the discomfiture of the group he was leading, "Mad dog in Bedlam!"

"No, I don't!" the Doctor shouted in response as he glowered darkly at the man, who barely skipped a beat as he continued on.

"Well, wait here my lords, while I make him decent for the ladies," the Keeper told them, before he turned from them and walked off, down the corridor moving passed occupied cell after occupied cell. Those within wailing and some even reaching through the bars at the man, something he barely seemed to notice.

Sophie frowned after the man, her gloved hands clenched at her sides as she swallowed heavily against the sick feeling that had lodged in her gut. She felt the Doctor's eyes on her a moment before she felt his right hand take her left. She let him manipulate her clenched digits, lowering her gaze to their hands so that she could watch as he intertwined their fingers, before he wrapped left arm about her back drawing her against his chest as he brushed his consciousness against hers. Sophie leaned into his embrace as she returned the familiar mental gesture as she did her best to release the tension from her body, her eyes still on their interlaced fingers, glad for the comfort of his arms around her. The Time Lord really did give good hugs. The very best as far as she was concerned.

Whilst Martha turned, rounding on Shakespeare with an incredulous frown, "So, this is what you call a hospital, yeah?" she asked her tone sharp with accusation, drawing her companions gazes, "Where patients are whipped to entertain the gentry? And you put your friend in here?"

"Oh," Shakespeare huffed and rolled his eyes as he continued with sarcasm, "It's all so different in Freedonia."

"But you're clever!" Martha insisted, before she looked around at the corridor of the hospital they were in, "Do you honestly think this place is any good?"

"I've been mad. I've lost my mind," Shakespeare answered lowly, expression grim, "Fear of this place set me right again."

"Mad in what way?" Martha asked, eyeing him with disbelief.

"You lost your son," the Doctor murmured and Martha glanced over at him visibly startled whilst Sophie's eyes widened with surprise.

"My only boy," Shakespeare confirmed lowly after a short pause, eyeing the Doctor for a moment before looking away again, "The Black Death took him," he swallowed heavily, lifting his gaze to the ceiling before continuing, "I wasn't even there."

"I didn't know," Martha murmured guiltily as she turned back to the playwright, "I'm sorry," she apologised.

"Very sorry," Sophie murmured softly, she hadn't known either and she couldn't even begin to imagine that kind of pain.

"It made me question everything," Shakespeare admitted lowly, "The futility of this fleeting existence. To be or not to be…" he trailed, "Oh," he blinked before continuing musingly, "That's quite good."

"You should write that down," the Doctor grinned.

"Hm, maybe not," Shakespeare muttered, pulling a bit of a face as he looked over at them, "A bit pretentious?"

Sophie shrugged, "I like it," she murmured, it had been one of the few lines that she'd actually managed to understand when she'd been attempting to slog her way through Shakespeare's plays and sonnets as a teenager.

"Hm," Shakespeare hummed continuing to consider the line.

The Doctor arched a brow as he brought his gaze to Sophie a smirk playing along his lips, _'You do?'_ he projected.

' _It's just a line,'_ Sophie replied as she shifted slightly in his arms, lifting her head so that she could look up at him.

' _A play and a line,'_ the Doctor corrected a little smugly.

Sophie rolled her eyes at him good naturedly, _'Still don't like his work,'_ she refuted.

The Doctor's smile turned amused, _'Sure you don't', Sparks,'_ he teased, before tapped her lightly on the nose as she scrunched it at him.

' _I don't!'_ she insisted, before pouting as his smile turned into a grin, _'Stop it!'_ she whined as her lips started to twitch upwards in response, only to get an amused mental chuckle from the grinning Time Lord.

Shakespeare eyed them, the playwright wondering once again if some kind of silent conversation was taking place between the two… he glanced over at Martha who was staring at them with equal curiosity and continued confusion. The three he was keeping company with really were a very peculiar curious bunch.

"This way, m'lord!" the Keeper called from the end of the corridor and the four turned, Sophie reluctantly stepping out of the Doctor's arms as they started towards the man, joining him just outside Peter Streete's cell, seeing the figure of a man in dirty clothes, his back to them as he lay on his cot.

The Keeper unlocked the cell door allowing the four to file past him and into the grubby cell, "They can be dangerous, m'lord," he warned as he stepped in after them, "Don't know their own strength."

"I think it helps if you don't whip them," the Doctor replied sharply as he turned to the man with a glower, "Now get out!"

The Keeper stared, eyes wide in shock for a brief moment before he turned and left unwilling to argue.

The Doctor turned his attention back to the man on the bed, "Peter?" he called as he approached slowly, "Peter Streete?" he called again as he crouched down by the cot only to get no response from the man.

"He's the same as he was," Shakespeare sighed sadly and Sophie and Martha looked at him, "You'll get nothing out of him."

Sophie turned her eyes back to the Doctor as he reached out a careful hand to the hunched over man on the cot, "Peter?" the Time Lord called as he gently touched the man's shoulder. Peter's head jerked up in response, his eyes wide and glassy, and yet a wild sheen to them as he stared at the Doctor.

 ***O*O*O***

Lilith paused in what she was doing, brow furrowing as she brought a hand to her temple, "What is this?" she gasped, "I must see," she stepped over to the cauldron, peering into t's depths, using the liquid within to scry. An image of a man she'd seen before and Peter appeared on the liquids surface. She frowned at it, "That stranger," she muttered, "He was at the Inn with Shakespeare. I thought then he smelt of something new."

"Now they visit the madhouse," Bloodtide observed as she joined Lilith in peering into the cauldron, "The architect!"

 ***O*O*O***

Sophie, Martha and Shakespeare watched quietly as the Doctor placed his fingers to Peter's temples, closing his eyes as he concentrated, "Peter, I'm the Doctor," he murmured softly, his eyes opening as the man trembled and twitched beneath his fingertips, "Go into the past," he urged gently, guiding the man's mind carefully with his own, "One year ago. Let your mind go back, back to when everything was fine and shining. Everything that happened in this year since happened to somebody else. It was just a story. A winter's tale. Let go. Listen. That's it, that's it, just let go," he murmured and Peter let out a gasp, his wild glassy eyes starting to calm and the Doctor stood, carefully guided Peter back down to lay in his cot as the man continued to tremble and twitch, "Tell me the story, Peter," he softly urged the man, "Tell me about the witches."

 ***O*O*O***

"Who is this Doctor?" Lilith demanded to know as she glared darkly down at the image of the Doctor and Peter in the cell, "Why does he come now at our time of glory? Doomfinger, transport yourself," she commanded as she turned to the older witch, "Doom the Doctor," she demanded, "Doom his hide."

 ***O*O*O***

"Witches spoke to Peter," Peter told them quietly, tremors still wracking his body, "In the night, they whispered. Got Peter to build the Globe to their design. Their design!" he exclaimed with anger before it faded just as quickly, "The fourteen walls, always fourteen," he muttered frowning into space, "When the work was done," he let out a slightly manic laugh, before his expression sobered again and he twitched and shivered as he continued, "They snapped poor Peter's wits."

"Where did Peter see the witches? Where in the city?" the Doctor asked, crouching down in front of Peter once more as he began to gasp, his breathing quickened fearfully at the questions, "Peter, tell me," the Doctor urged gently and Peter's eyes seemed to really focus on him for perhaps the first time, "You've got to tell me. Where were they?"

There was a beat of silence as Peter seemed to fight himself, mouth opening and closing, before he finally managed to gasp out the words, "All Hallows Street."

"Too many words!" A woman's voice shrieked through the room and the Doctor, Sophie, Martha and Shakespeare turned in the direction of the voice. The Doctor practically leaping back up to his feet as he did so, backing away from the witch to stand beside Sophie, all of them staring at the haggard witch that had suddenly appeared in the cell with them as Peter trembled and gasped on his grubby cot.

"What the hell?" Martha exclaimed gaping at the witch.

"Magic," Sophie murmured as she continued to eye the witch, there hadn't been a light like what usually accompanied teleportation, she'd just appeared out of nowhere between one blink and the next.

"Psychic energy," the Doctor corrected lowly as the witch straightened up slightly, shifting towards Peter.

"Just one touch," she raised a gnarled finger as she continued, "Of the heart," she reached for the trembling Peter.

"No!" the Doctor shouted, a second before the witch's finger touched Peter's chest, the man screaming before he slumped, life leaving him.

"Witch!" Shakespeare exclaimed with no little shock and perhaps a little disbelief and horror, as he stared wide-eyed at the woman who'd just killed his friend, "I'm seeing a witch!"

Sophie swallowed hard as she lifted her wide horrified gaze from the lifeless form of Peter to the witch as the old crone turned to them, "Now, who would be next, hmm?" the crone cooed and Sophie felt herself stiffen as the witches eyes focused on her, before her eyes narrowed into a glare and she clenched her jaw against the fear that was making her heart pound against her ribcage, "Just one touch," she flourished her hands and Sophie found her view of the witch partially obscured as the Doctor shifted to stand in front of her protectively, his own gaze narrowed into a glare, "Oh, oh," the witch cackled gleefully as she eyed them off one by one, "I'll stop your frantic hearts. Poor, fragile mortals."

"Let us out!" Martha shouted frantically as she turned to the locked door of the cell the Keeper had left them in, gripping at the bars tightly as she rattled them in a desperate attempt to get the door open, "Let us out!"

"That's not going to work," the Doctor told her calmly and Martha glanced over at him, "The whole buildings shouting that."

"Doesn't hurt to try though," Sophie murmured as Martha released the cell door as she turned away from it.

"Who will die first, hmm?" the witch asked with a cruel smirk twisting up her lips as she lifted her gnarled hands once more.

"Well, if you're looking for volunteers," the Doctor murmured and took a step towards the haggard witch, only to be brought up short as Sophie darted around him, blocking his way, hands coming up to his chest, pushing him backwards again.

"No!" she glowered up at him, "Don't finish that sentence," she pleaded, tears pricking hotly at the back of her eyes as she stared up at him, her heart aching painfully in her chest as it continued to pound, now in fear for him. She couldn't see him die again, she just couldn't! "Please!" she added as he stared at her.

The Time Lord winced at the pain and fear he could see reflected in her hazel flecked blue as their eyes met, before he grasped her arms and pulled her back so that she was once again tucked more safely behind him and further out of the witch's reach, unwilling to see her die again either. That one time all so long ago with the Reapers had been devastating. His arm that was holding her to his side, tightened.

"Ooh," the witch cackled, her hands fluttering excitably in front of her, "Young love," she cooed with a cruel glee and the Doctor glowered at her darkly, whilst Sophie brow furrowed, her hand that was fisted around the material of his suit jacket tightening as she clenched her jaw tightly, breathing through the fresh wave of fear that clawed at her.

"Doctor, can you stop her?" Shakespeare asked.

The cruel glee faded from the witch's face as her gaze turned to the playwright, "No mortal has power over me," she sneered disdainfully.

"Oh, but Sparks is right, there's a power in words," the Doctor murmured, "If I can just find the right one," the Doctor continued, his mind racing through possibilities as he eyed the old crone, "If I can just know you."

"None on Earth has knowledge of us," the witch declared sharply, pointing one of her fingers at the Doctor.

"Then it's a good thing I'm here," the Doctor replied shifting back a bit more away from the gnarled finger, pulling Sophie with him, "Now, think, think, think," he muttered still eyeing the haggard woman cataloguing her, "Humanoid female, uses shapes and words to channel energy…" he thought aloud, "Ah!" he exclaimed, "Fourteen! That's it! Fourteen!" he repeated and the witch stared at him with growing unease as he continued, "The fourteen stars of the Rexel planetary configuration! Creature, I name you Carrionite!" he declared pointing a finger right back at the old crone, who let out a shriek, before disappearing in a flash of bright orange light.

Sophie let out a breath that she hadn't known that she'd been holding, her hand loosening around the Doctor's jacket as the Time Lord let out a breath of his own, some of the tension in his body leaving.

"What did you do?" Martha asked as she turned to look at the Doctor with wide eyes.

"I named her," the Doctor replied, glancing at her as he loosened his hold on Sophie, "The power of a name," and Sophie looked up at him, brow slightly scrunched in thought as she wondered briefly if that was why he hid his, but she shook the thought away, this wasn't the time. Her eyes refocusing on the Doctor as he continued, "That's old magic."

"Magic?" Sophie questioned, lips quirking up slightly as she stared at him.

"There's no such thing," Martha reminded him, a brow arching.

"Well," the Doctor shrugged as he looked from one to the other and back again, "It's just a different sort of science," he explained, "You lot chose mathematics. Given the right string of numbers, the right equation, you can split the atom. Carrionites use words instead."

"Use them for what?" Shakespeare asked, brow furrowed.

"The end of the world," the Doctor replied grimly and Sophie let out a low sighing breath, brow furrowing as she nodded slightly, not all that surprised. Whilst Martha stared at him with wide-eyed alarm.

 ***O*O*O***

Doomfinger gasped for breath as she appeared back in the house in All Hallows Street, "He knows us!" she wheezed, "He spoke our name!"

"Then he will know death," Lilith declared as she turned her eyes back to the depths of the cauldron, eyes hard as she regarded the image, "He will perish at my hand. My mothers, the time approaches. You must away to the Globe. Go! I will join you as soon as this Doctor screams his last."

 ***O*O*O***

Sophie and Martha leaned against a large cabinet in Shakespeare's room watching the Doctor as he paced back and forth, whilst Shakespeare stood by a basin of water, washing his face.

"The Carrionites disappeared way back at the dawn of the universe," the Doctor muttered as he paced past Sophie and Martha again, "Nobody was sure if they were real or legend."

"Well," Shakespeare turned to them, patting his face dry, "I'm going for real."

"But what do they want?" Martha asked.

"A new empire on Earth," the Doctor replied, before he came to a stop, leaning against the table, "A world of bones and blood and witchcraft."

Sophie grimaced at the imagery that invoked, "Charming," she muttered with a frown, her arms crossing over her chest.

"But how?" Martha asked, her own brow furrowing as she looked at the Doctor for answers.

"Their power comes from words," Sophie murmured, her gaze going to Shakespeare, who blinked at her.

"That it does," the Doctor agreed as his own gaze went to the playwright, "And we're looking at the man with the words."

"Me?" Shakespeare exclaimed as he stared at them rather shocked, "But I've done nothing," he insisted.

"Hold on, though," Martha frowned as she eyed Shakespeare, "What were you doing last night, when that Carrionite was in the room?"

"Finishing the play," Shakespeare replied.

"Exactly," Sophie murmured as she straightened up from her lean, uncrossing her arms so that she could tangle her fingers into the ends of her hair, "Words."

"What happens on the last page?" the Doctor questioned as he returned his gaze to the playwright staring at Shakespeare intently.

"The boys get the girls," Shakespeare shrugged, "They have a bit of a dance. It's all as funny and thought provoking as usual," and Sophie couldn't help but pull a bit of face, "Except those last few lines," he mused with a frown, "Funny thing is… I don't actually remember writing them," he admitted with a touch of trepidation.

"That's it!" the Doctor exclaimed as realisation dawned, stepping towards Shakespeare as his mind raced, "They used you. They gave you the final words like a spell, like a code. 'Love's Labours Won', it's a weapon! The right combination of words, spoken at the right place with the shape of the Globe as an energy converter! The play's the thing!" he exclaimed, before he turned only to swiftly turn back to Shakespeare, "And yes, you can have that," and Sophie shook her head, lips quirking up in mild amusement as the Doctor swiftly turned away again, bursting into movement, completely ignoring the somewhat bemused look Shakespeare was giving him.

 ***O*O*O***

The audience watched as the opening fanfare came to a close, the Globe Theatre packed once more, Doomfinger and Bloodtide watching from the box Lilith had occupied the previous night as one of the actors stepped out onto the stage in full costume, staring out at the audience.

"We left the lovers of Navarre by cruel chance separated," he addressed the audience, "None to claim his heart, their labours lost. Now will they find Love's Labour's Won?" he wondered and the audience cheered enthusiastically as they broke out into applause.

 ***O*O*O***

The Doctor, Sophie, Martha and Shakespeare stood around the playwrights table, looking down at a map. The Doctor peering at it through his spectacles, "All Hallows Street," he pointed to the street on the map as he continued, "There it is. Sparks, Martha, we'll track them down," the two women nodded, "Will," he looked up at the playwright, "You get to the Globe. Whatever you do, stop that play!"

"I'll do it," Shakespeare agreed and extended a hand out to the Doctor, "All these years I've been the cleverest man around," he continued as the Time Lord took his hand, shaking it, "Next to you, I know nothing."

"Oh, don't complain," Martha commented lightly as Sophie quirked up her brows and the Doctor took off his spectacles, slipping them back into his pocket.

"I'm not," Shakespeare replied with a smile, "It's marvellous," he declared and Sophie's lips lifted into a small smile as he continued, "Good luck, Doctor."

"Good luck, Shakespeare," the Doctor responded in kind, starting swiftly for the door, snatching up his coat as he went, shrugging it on.

"Break a leg," Sophie wished him as she hurried after Doctor, before grimacing slightly. Did people say that in 1599? She glanced back at Shakespeare, "It means good luck in uh, Freedonia," she clarified just to be sure.

"And to you my Lady Sophie," Shakespeare called after her a bit bemused as he watched her follow the Doctor out the door, Martha a step behind her.

"Once more unto the breach!" he heard the Doctor exclaim, just outside his room and blinked musingly.

"I like that," he decided, before he paused briefly, brow furrowing, "Wait a minute… that's one of mine!" he exclaimed.

A second later the Doctor's head popped back in through the doorway, to stare at him, "Oh, just shift!" he demanded, before swiftly disappearing back out the door again, and Shakespeare grinned before hurrying out the door of his room himself.

 ***O*O*O***

Doomfinger and Bloodtide peered down at the stage from the box they were seated in as one actor clutched at another as the play continued, his voice echoing through the packed theatre, "The eye should have contentment where it rests. This spun-out year I watch on, groaning sick…"

Bloodtide glanced down at the softly glowing orb she was holding, tiny black figures zooming about a distant sky reflected in its depths, "Patience, my sisters. Patience," she murmured, before her gaze returned to the stage.

"Mewling poor drooped men in stenched beds…"

"Stop the play!" Shakespeare shouted as he burst through the door and marched out onto the stage, "I'm sorry, ladies and gentlemen," he addressed the audience, "But stop. This performance must end immediately!" he declared.

"Oh, everyone's a critic," the actor who'd been in the middle of acting out his lines muttered, frowning over at Shakespeare.

"The wordsmith!" Bloodtide hissed.

"Fear not," Doomfinger murmured, "I have the doll," she pulled it out and Bloodtide smirked as Doomfinger held up the doll.

"I'm sorry," Shakespeare continued to address the audience, "You'll get a refund," he assured as the crowd booed their displeasure, "But this play must not be performed!"

Doomfinger knocked the doll with her hand and Shakespeare collapsed to the stage floor, knocked out cold.

"Is he drunk or what?" another actor muttered to his fellows.

"Get him off the stage," the first actor hissed to the others and the young men playing the parts of women moved to carry the downed playwright off the stage as the audience laughed.

"You must forgive our irksome, Will," the actor that had been in the middle of his death scene stood, addressing the crowd, "He's been on the beer and feeling ill," he excused, before doing a bit of a backwards jig to the crowd's amusement.

"There is naught can stop us now," Doomfinger murmured with a smirk as she slipped the doll away once more.

 ***O*O*O***

"All Hallows Street," the Doctor stated as he, Sophie and Martha ran out into the afore mentioned street, the three coming to a stop, "But which house?" he muttered as he glanced about at the houses.

"They all look pretty much the same," Sophie murmured as she turned in a slow circle, eyeing off the houses.

"The thing is, though…" Martha began with confusion, drawing the Doctor's and Sophie's attention from the houses lining the street to her, "Am I missing something here? The world didn't end in 1599. It just didn't. Look at me," she gestured at herself, "I'm living proof."

"Oh," the Doctor sighed, "How to explain the mechanics of the infinite temporal flux?" he muttered, frowning as he tried to think of a simple way to put it, "I know! 'Back to the Future'! It's like 'Back to the Future'!"

"The film?" Martha blinked a bit surprised.

"No, the novelisation," the Doctor retorted with impatience and Sophie nudged him as she shot him a reproving look, "Yes, the film," the Doctor glanced at Sophie briefly before turning his gaze back to Martha as he continued his attempt at an explanation, "Marty McFly goes back and changes history."

"And he starts fading away," Martha replied recalling what had happened in the movie, her frown deepening.

Sophie nodded, "Because time isn't a straight line," she murmured recalling what the Doctor had said to explain it to her, "And can be twisted."

"Into any shape," the Doctor agreed lowly.

"Oh my God," Martha exclaimed eyes widening with alarm and her gaze went to Sophie and then back to the Doctor, "Are we going to fade?"

"You, Sparks and the entire future of the human race," the Doctor replied seriously, before Sophie could do little more than nod in response to Martha's alarmed gaze, "It ends right now in 1599 if we don't stop it."

"We'll stop it," Sophie murmured with quite confidence and the Doctor shot her a fond look as he nodded.

He turned his gaze back to the street, glancing about the houses once more with a frown, "But which house?" he muttered again.

Their gazes were drawn to a specific house a little further down the street as the door slowly creaked open invitingly.

"Ah," the Doctor murmured and turned back to Sophie and Martha, "Make that witch house," he punned lightly, before he turned back to the house, his expression grim again as he led them towards it. They stepped through the open doorway, peering about the house as they entered, before starting up a staircase.

They approached a curtained off doorway, the Doctor grasped it, pushing it out of his way to peer into the room beyond, taking in the cobwebs that were scattered about in practically every nook, cranny and crevice that he could see from the doorway. Candles flickering, casting ominous shadows about the room and plants that were hanging from hooks, left to dry out for use. He stepped in, Sophie stepping through the doorway after him. Her eyes sweeping about what she could see of the dimly lit room as Martha followed her in past the curtain.

The two followed the Doctor as he advanced further in the room that had witchcraft written all over it. Their gazes landing on the young woman, the maid from the Inn, dressed now in black, as she stood by the window, waiting, her back to the glass as she eyed them with a pleased smirk curving up her lips.

"I take it we're expected," the Doctor remarked, eyeing the young woman as he, Sophie and Martha came to a stop across the room from her.

"Oh," the witch flicked her gaze up and down the Doctor as she continued, "I think death has been waiting for you a very long time."

"Right then, it's my turn," Martha stated as she took a step forward, moving past the Doctor and Sophie, who both glanced at her brows slightly furrowed as they eyed her questioningly, "I know how to do this. I name thee Carrionite!" she shouted pointing confidently at the woman, who gasped theatrically, before she laughed completely unaffected by the old magic Martha had attempted to wield. Martha glanced back at the Doctor with a frown, "What did I do wrong? Was it the finger?"

"The power of a name works only once," the witch replied, drawing their eyes back to her as she stepped forward, "Observe," her eyes locked on Martha as the three across from her stared at her with apprehension, "I gaze upon this bag of bones and now I name thee, Martha Jones," she pointed at her.

"Martha!" Sophie exclaimed with concern as the other woman collapsed backwards, the Doctor catching her.

"What have you done?" the Doctor demanded sharply as he lowered Martha carefully to the floor, glaring at the witch.

"Only sleeping, alas," the Carrionite observed with disappointment, "It's curious. The name has less impact. She's somehow out of her time," she mused, before she raised her gaze from the unconscious form, taking another step forward, eyes locking on the Doctor, "And as for you, Sir Doctor!" she jabbed her finger at him and paused again as nothing happened, "Fascinating," she murmured eyeing him, "There is no name," she cocked her head slightly, with confusion, "Why would a man hide his title in such despair?" she wondered aloud and Sophie glanced at the Doctor shifting closer to him, even as her gaze was drawn back to the witch as she continued, unwilling to leave her out of her sight for long, "Oh, but look," she cooed, lips curving up in a triumphant smirk as she held the Doctor's gaze, "There's still one word with the power that aches."

"The naming won't work on me," the Doctor replied coldly.

"But your heart would grow cold as the North wind blows," the witch eyed him, switching tracks as she continued, "Kept warm only by a lingering spark carrying the name of… Sophie Connolly!" she suddenly turned her gaze to the petite brunette beside the Doctor, eyes locking with alarmed blue as she jabbed her finger once more.

"Sparks?!" the Doctor cried with alarm, terror slicing through him as the brunette gripped at her chest, over her heart as if pained. He reached for her as her body bowed slightly and she swayed gasping for breath, "Oh, big mistake!" the Doctor glowered darkly at the Carrionite as he supported Sophie, who was trying to take deep even breathes. Her body trembling lightly in his arms, "Cos that name keeps me fighting!"

Sophie blinked, brow furrowing slightly as the pain that had gripped at her heart disappeared almost as if it had never been, along with the blackness that had crept along her vision threatening to send her into unconsciousness, "I'm ok," she murmured, and the Doctor glanced back down at her as she blinked once more before she glanced up at the Doctor, shifting a little in his hold as she straightened, "I'm fine," she assured, her voice coming out stronger and the Doctor let out a breath of relief.

"Interesting," the Carrionite mused, drawing their gazes back to her. The Doctor drawing Sophie behind him as he frowned darkly at the witch, "Another woman somehow out of time," she continued eyeing Sophie intently, "But this one, with a name that's not her name," she smirked maliciously, "Her true name forgot," her head cocked eyes alight with a cruel mirth as Sophie flinched, her eyes widening as she sucked in a sharp breath as the witch continued, "Lost to her, along with her parents love."

"The Carrionites vanished!" the Doctor cut in sharply, brown eyes dark with anger as he walked up to her, drawing the witch's attention from Sophie, as the petite brunette rubbed at her chest for a brief moment longer, swallowing heavily against the pain the witch's words had caused as the Time Lord continued, "Where did you go?"

"The Eternals found the right word to banish us into deep darkness," the witch replied tersely as she turned from them, moving back towards the window.

"And how did you escape?" the Doctor demanded, frowning heavily at the witch, whilst Sophie watched, listening, as her fingers tangled into the ends of her hair and her teeth abused her lower lip.

"New words," the witch smirked turning back to him as she continued, "New and glittering, from a mind like no other."

"Shakespeare," the Doctor breathed in realisation.

"His son perished," the witch expounded and Sophie frowned at her, tugging at the ends of her hair as the Carrionite continued, "The grief of a genius. Grief without measure. Madness enough to allow us entrance."

"How many of you?" the Doctor questioned, glaring.

"Just the three," the witch replied and the Doctor watched her coolly as she paced before the window, whilst Sophie forced herself to release the abused ends of her hair, troubled eyes tracking the witch as she moved back and forth, "But the play tonight shall restore the rest. Then the human race will be purged as pestilence," she declared, stilling, "And from this world we will lead the universe back into the old ways of blood and magic."

"Hmm… busy schedule…" the Doctor stepped towards her once again, coming to stand toe to toe with her, "But first you've got to get past me."

"Oh, that should be a pleasure," the witch cooed, smiling seductively at him, "Considering my enemy has such a handsome shape."

Sophie grimaced, her lips curving downwards as she watched the Carrionite trail her fingers along the Doctor's cheek as a rather unpleasant sensation clawed at her. Jealousy, she realised a quick beat later and she pursed her lips as she clenched her jaw against it.

"Now," the Doctor caught the Carrionite's wrist, pulling her hand away from his face, his eyes narrowing on her, "That's one form of magic that's definitely not gonna work on me," not from her at any rate.

"Oh," the witch smirked knowingly, her gaze flicking to Sophie before returning to the Doctor, "We'll see," she murmured as she reached up with her free hand and swiftly pulled some hairs from the Doctor's head and pulled her wrist free of his hold, backing away, clutching the stolen hairs in her hand.

"What did you do?" the Doctor asked as he fingered the spot she'd pulled out his hair.

"Souvenir," the witch replied, flourishing the hairs she'd stolen from him.

"Well, give it back!" the Doctor demanded.

The witch threw up her arms and the window behind her opened. She flew backwards out into the night sky as the Doctor moved towards her, Sophie rushing forward herself.

"Well… that's just cheating!" the Doctor groused as Sophie joined him at the windowsill, the both of them staring up at the Carrionite.

"I don't think she cares," Sophie murmured in reply, watching as the witch fiddled with her black dress.

"Behold, Doctor!" the witch called as she pulled out a doll, wrapping his hair about it, "Men to Carrionites are nothing but puppets."

On the floor Martha stirred as consciousness slowly returned.

"Now, you might call that magic…" the Doctor said as he eyed the doll, "I'd call that a DNA replication module."

"What use is your science now?" the witch sneered a moment before stabbing the doll and the Doctor let out a sharp cry of pain as he collapsed to the floor.

"Doctor!" Sophie exclaimed with alarm, kneeling down beside him as the witch cackled gleefully and flew off into the night.

"Oh my God!" Martha gasped scrambling over to them, "Doctor!" she called as she helped Sophie to roll the Time Lord onto his back, "Don't worry, we've got you."

"He's ok," Sophie murmured softly, smoothing her gloved fingers over his hairline as she brushed her mind against the Doctor's, feeling the familiar warmth of it against her own, "I can feel him."

Martha who'd moved to listen to his hearts, looked up at her, quirking her brows up at Sophie curiously, "How?" she asked, a suspicion forming.

Sophie glanced up at her, her eyes a bit wide as her mind raced as she formed a reply to the question.

"'Ok' isn't how I'd put it, Sparks," the Doctor muttered, before Sophie had even finished taking a breath to begin speaking, opening his eyes to look up at them.

Martha frowning slightly even as she felt relief at seeing him with his eyes open, unable to help but feel that he'd timed that deliberately.

"I got stabbed via a DNA replication module," the Doctor continued with another grimace, it had been rather unpleasant.

Sophie nodded, "I just meant, you're alive," she murmured, eyeing him with concern.

"That I am," he smirked and got to his feet only to very nearly fall, "Aahh!" he exclaimed as Sophie and Martha grabbed him, each supporting a side, "I've only got one heart working. How do you people cope?" he demanded as he grimaced in pain, "I've got to get the other one started. Hit me!" he demanded, "Hit me on the chest!" and Martha did, giving him a solid wack, "Aah!" the Doctor yelled in pain, "Other side!" Sophie hit the other side of his chest, "Now, on the back!" he leaned forward pained noises escaping his throat as he did so, "On the back!" and he let out a grunt as a solid hit landed on his back, "Left a bit!" another blow, "Ahh," he smiled, straightening up, "Lovely. There we go! Ba-da-boom! Well," he turned, looking at them both, a brow arching, "What you are standing there for?" he asked them and Sophie arched a brow right back at him, lips quirking upwards into a bit of a grin, "Come on! The Globe!" he shouted, grasping Sophie's hand as he turned and ran for the door.

Whilst Martha shook her head as perplexed as she was amused. She darted after them with a wide grin, following the pair back through the curtained door, down the stairs and back out onto the street.

 ***O*O*O***

"The Doctor?" Doomfinger asked as Lilith joined her and Bloodtide in the box.

"Dead," Lilith replied with a smirk, her gaze going down to the stage as one of the actors on it announced.

"The ladies have prepared a show. Maria means to present Isis descending from the dewy orb of Heaven," the actor glanced over as one of his fellow actors stepped out, joining him on the stage once more, "Ah, here comes Costard."

The audience cheered enthusiastically and the actor playing Costard bowed, "Masters!"

 ***O*O*O***

The Doctor, Sophie and Martha ran through the streets, the Time Lord taking a right and Sophie blinked looking around with a bit of a frown, "Oh, hold on…!"

"No time, Sparks!" the Doctor called back, not hesitating in his run, hand tightening slightly about Sophie's gloved one as he felt her slow her pace.

"We're going the wrong way!" Martha shouted to him in the next instant, having also been glancing about the street.

"No, we're not!" the Doctor contradicted, running on.

"Yes, we are!" Sophie rebutted.

"No we're…" the Doctor began to refute again only to trail, jerking to a halt as he eyed the street they were running down. Ah. He spun on his heel and dashed back the way he'd come as he shouted, "We're going the wrong way!"

 ***O*O*O***

"Behold the swainish sight of woman's love," one of the actors on the stage recited his lines, acting them out, "Pish!" he scoffed, "It's out of season to be heavy disposed."

"It is now, my mothers," Lilith murmured with anticipation, "The final words to activate the tetradecagon."

"Betwixt Dravidian shores," the actor continued, "And Linear 5-9-3-0-6-7.02 and strikes the fulsome grove of Rexel 4. Co-radiating crystal, activate!"

"The portal opens," Lilith exclaimed giddily as a wind blew through the theatre, "It begins!" the three Carrionites cackled as the orb Bloodtide was holding activated a red swirling energy shooting out it, soaring high above the audience.

 ***O*O*O***

Screams echoed out onto the street from the theatre, and the Doctor, Sophie and Martha paused in their run as they took in the red energy pouring from the Globe, something like thunderclouds forming in it.

"I told thee so!" the preacher cried, "I told thee!"

"Stage door!" the Doctor shouted to his companions before dashing off, Sophie's hand tightening about his as she and Martha swiftly followed him as a flash of lightening clapped through the red energy.

 ***O*O*O***

The trio burst in backstage, eyes landing on Shakespeare as he came too blinking dazedly at them as he rubbed at his head.

"Stop the play!" the Doctor exclaimed sarcastically, "I think that was it. Yeah," he nodded, "I said, stop the play!"

"You alright?" Sophie asked concerned, as Shakespeare winced as his hand roved over a tender spot on his scalp.

"I hit my head," Shakespeare mumbled, wincing again, rubbing at the spot, where he could perhaps feel a small bump forming.

"Yeah, don't rub it, you'll go bald," the Doctor muttered, before their attention was drawn by loud terrified screams that were coming from behind a curtain that led out onto the stage, "I think that's my cue!"

The Time Lord ran for the stage, Sophie following him, Martha pausing just long enough to grab Shakespeare by the hand, helping up before they hurried after the pair. The four bursting out onto it as the Carroinites rejoiced in the terror of the mortals, trapped and panicking below them.

"Now begins the millennium of blood!" the Carrionites cried, before the three burst into shrieking cackles.

"The Doctor!" Lilith exclaimed with a gasp, surprised as she spied the man on the stage as he stood with the wordsmith and the two women that were out of time, "He lives! Then watch this world become a blasted heath!" she yelled, before holding up the glowing crystal to the red crackling energy, "They come! They come!"

"Oh bugger!" Sophie breathed, horrified, as the remaining Carrionites soared out of the glowing crystal and into the air above them, circling as they rose higher their voices high and piercing as they cackled and screeched.

"I don't really think 'bugger' quite covers it," Martha commented, her own horrified gaze locked on the flying creatures.

"No," Sophie agreed, swallowing, it really didn't, but it was the only 'curse' like word that hadn't gotten her boxed about the ears by those running the orphanage, and she hadn't managed to shake the habit, had never really tried.

The Doctor tore his gaze from the sight and turned to Shakespeare, "Come on, Will!" he grabbed him, pulling him towards the centre of the stage, "History needs you!"

"But what can I do?" Shakespeare asked, shaking his head in protest to the expectant look he was receiving from the man.

"Reverse it!" the Doctor exclaimed.

Shakespeare eyed him, before glancing up at the Carrionites above and then back again, "How am I supposed to do that?"

"The shape of the Globe gives words power," the Doctor explained, speaking quickly, "But you're the wordsmith, the one true genius. The only man clever enough to do it."

"But what words?" Shakespeare protested staring at the Doctor with alarm, "I have none ready!" he cried.

"You're William Shakespeare!" the Doctor shouted.

"But these Carrionite phrases, they need such precision," Shakespeare replied, not at all comforted by the Doctor's confidence in his abilities.

"Trust yourself," the Doctor urged, placing his hands on the man shoulders, "When you're locked away in your room, the words just come, don't they? Like magic. Words of the right sound, the right shape, the right rhythm. Words that last forever! That's what you do, Will! You choose perfect words. Do it. Improvise!"

Shakespeare blinked, but nodded and took a step forward, eyes going up to the Carrionites above once more, "Close up this din of hateful, dire decay! Decomposition of your witches' plot! You thieve my brains, consider me your toy. My doting Doctor tells me I am not!"

"No!" Lilith shrieked, "Words of power!"

"Foul Carrionite spectres, cease your show! Between the points…" he trailed and glanced over at the Doctor.

"7-6-1-3-9-0!" the Time Lord supplied.

"7-6-1-3-9-0!" Shakespeare turned back to the swirling vortex of energy, "Banished like a tinker's cuss, I say to thee…" he trailed once more, eyes going back to the Doctor, at a loss as to what should come next.

"Expelliarmus!" Martha cried the first thing that popped into her head as the silence stretched.

"Expelliarmus!" Sophie agreed.

"Expellairmus!" the Doctor laughed.

"Expelliarmus!" Shakespeare shouted as he turned once more to the vortex.

"Good old JK!" the Doctor grinned as the Carrionites screamed and screeched in alarm above them.

"The deep darkness!" Lilith cried as the Carrionites were sucked back into the swirling energy, "They are consumed!" she screamed, the pages of the play sucked up into the swirling energy as well.

"'Love's Labours Won'. There is goes," the Doctor murmured as they watched. The cloud of energy starting to disperse, sucked back down into the crystal, with a flash of light and a bang. Silence reigned for a few moments, before someone in the crowd started clapping, soon followed by the rest of the audience.

"They think it was all special effects," Martha commented glancing over at the Doctor, a small flare of jealousy stirring at seeing that the Doctor had pulled Sophie into a hug, dropping a kiss into her hair. Martha stomped down on the emotion with ruthless determination, chasing it away and smiled slightly instead, as the brunette blushed, before turning her eyes from the applauding audience to the Doctor, lips moving as she mumbled something that Martha couldn't hear, but it made the Doctor give a careless shrug as he smiled at her affectionately.

"Your effect is special indeed," Shakespeare flirted drawing Martha's eyes to him as he winked at her.

"It's not your best line," Martha commented with a bit of a laugh as Shakespeare took her hand in his leading her forward with the actors and into a bow. Whilst the Doctor shifted, taking Sophie by the hand as he moved towards the stage exit. The petite brunette gladly following him, having started to get fairly uncomfortable under the eyes of the cheering and enthusiastically clapping audience.

The Doctor led her up into the viewing box that the Carrionites had occupied, their gazes landing on the glowing crystal. The Time Lord released Sophie's hand as he bent down picking it up, the two peering into it to see the three Carrionites that had escaped in the first place staring back at them, screaming in a fury.

 ***O*O*O***

The Doctor glanced at Sophie as they walked around the back areas of the Globe Theatre the next morning, "You alright?" he asked as he took in the brooding frown that was scrunching her brow once again.

Sophie glanced at him, "Yeah," she nodded looking ahead again, "Just thinking," she muttered, before she let out a soft sigh and looked at him again, lips curving into a small smile that was tinged with sadness, "I've always wondered what my parents named me, what I'd be called if they'd lived. I guess, what the Carrionite said," she frowned, pausing, "It just, made me wonder again… And I just…" she trailed again and shrugged a little helplessly, "Well, I guess I'll probably never know," she mumbled and shook her head, trying to clear it of the unhelpful thoughts about a name that she couldn't recall.

The Doctor paused in his stride, his eyes widening as a thought struck him, one so obvious that he wondered why he hadn't thought of it before, "Sparks…?"

Sophie stopped and turned to him, eyeing him questioningly, "Yeah?"

The Doctor hesitated a brief moment as his eyes met hers, not wanting to get her hopes up in case he was mistaken, but he forged a head, because there was a chance… possibly a very good chance if he knew humans and he liked to think that he did, "That photo album?" she blinked at him, brow furrowing again, "The one your parallel parents gave you…" Sophie's eyes began to widen her heart picking up speed as she started to follow his train of thought, "Did you ever think to check the back of the photos?"

He flinched in the next moment as the palm of Sophie's hand smacked against her forehead with a resounding smack, "Oi!" he cried startled, and reached for her, pulling her hand away to reveal a red mark.

"Ow," Sophie mumbled with a tiny grimace, even as her mind continued to whirl with just how much of a bleedin' dunce she was. Why hadn't she ever thought of that?! She blinked, pulled out of her thoughts by the Doctor once more as she felt him press his lips to the reddened skin that was tingling a little as it stung mildly. His arms coming up to hold her, hands resting on her lower back, "You going to that often?" Sophie mumbled as she felt herself blush.

The Doctor pulled back from the tender kiss he'd placed on her brow directly over the abused skin and arched a brow at her, "Issue?"

Sophie shook her head immediately, blushing heavier as she replied, "No," she liked his kisses. She just wished that she didn't blush like a tomato practically every time he did!

The Doctor smirked foxily, his arms tightening around her as she leaned into him, he hadn't thought that there would be. He held her a moment longer, before sliding his arms from around her, taking her hand instead, "Come on," he urged staring off again, grinning over his shoulder at her, taking in her still red cheeks. He really did love being able to make her blush, "There's still one place we haven't checked."

 ***O*O*O***

"And I say," Shakespeare continued, his hand holding Martha's as they sat together on the edge of the stage, "A heart for hart and a dear for a deer."

Martha smiled lightly, "I don't get it," she admitted.

"Then," Shakespeare laughed lightly, "Tell me a joke from Freedonia."

"Ok," Martha nodded, pausing briefly as she thought of one, "Shakespeare walks into a pub and the landlord says, 'oi, mate, you're bard'."

"It's brilliant!" he laughed again, "Doesn't make sense, mind you, but never mind that," he wrapped his arm around her waist and pulled her towards him, "Come here."

"I've only just met you," Martha commented as she eyed him, the light smile still playing around her lips.

"The Doctor may never kiss you," Shakespeare murmured not unkindly, though Martha's smile still fell slightly as she repressed a grimace. Had she really been that obvious about her little crush? She truly hoped not. The sooner she crushed the thing into nonexistence the better, "Why not entertain a man who will?"

"I don't know how to tell you this, oh great genius," Martha began, nose crinkling slightly as his breath washed softly over her face, "But your breath doesn't half stink."

"Good props store back there," the Doctor remarked as he and Sophie stepped out onto the stage, entering through the stage door. The Time Lord wearing a small stiff ruff about his neck and holding an animal skull in his hand, whilst Sophie stifled giggles as her eyes drifted to the ruff about his neck, helplessly amused by it, despite having been there when he'd put it on, "I'm not sure about this though," he held up the skull, "Reminds me of a Sycorax," he mused.

"It does a bit," Sophie agreed, the amused smile fading from her face as she eyed the skull in his hand again.

"Sycorax," Shakespeare murmured musingly, "Nice word," he decided, "I'll have that off you as well."

"I should be on ten percent," the Doctor commented airily, "How's your head?"

"Still aching," Shakespeare replied with a bit of a grimace as his mind returned to his throbbing head.

"Here," the Doctor took off the neck ruff he was wearing, "I got you this," he and put it around Shakespeare's neck, "Neck brace. Wear that for few days till it's better, although you might wanna keep it, it suits you."

Sophie and Martha exchanged an amused look at that, the medical students gaze going to the lingering red mark on Sophie's forehead, "What have you done to yourself there?" she gestured as Sophie blinked at her, blue eyes a tad confused, "It sort of looks like you ran into a door knob or something."

"Oh," Sophie murmured, before continuing on in a bit of an embarrassed mumbled that Martha couldn't quite make out.

"What?"

"I hit myself," Sophie repeated a bit louder.

"What for?" Martha asked brows arching.

"'Cos I'm a dunce," Sophie muttered, hand tangling into the ends of her hair.

"An adorable dunce," the Doctor commented lightly.

Sophie felt her cheeks burn once more and she turned to the Time Lord, "Foxy Git!" she huffed without any real heat as she caught sight of his warm teasing grin. She was beginning to think that he was deliberately trying to get her to blush… her eyes narrowed slightly as his grin turned into a bit of a smirk, she wouldn't put it past him, the git.

Martha smiled, honestly, despite her crush, they were rather cute together, "What about the play?" she asked after a moment.

"Gone," the Doctor replied, "We looked all over. Every single copy of 'Love's Labours Won' went up in the sky."

"My lost masterpiece," Shakespeare lamented.

"Sorry," Sophie murmured, fingers tangling into the ends of her hair as she tried to will the last of the heat from her cheeks.

"You could write it up again," Martha suggested.

"Yeah, better not, Will," the Doctor interjected, "There's still power in those words. Maybe it should best stay forgotten."

"Oh, but I've got new ideas," Shakespeare declared with a smile, "Perhaps it's time I wrote about fathers and sons, in memory of my boy, my precious Hamnet."

Martha blinked, brows rising, "Hamnet?"

"That's him," Shakespeare nodded.

"Ham-net?" Martha repeated with another blink.

"What's wrong with that?" Shakespeare questioned, mildly offended.

"Anyway," the Doctor cut in quickly as Sophie glanced away fingers idly curling the ends of her hair about them, "Time we were off. I've got a nice attic in the Tardis where this lot," he picked up the crystal containing the Carronites, "Can scream for all eternity, and we've gotta take Martha back to Freedonia."

Martha's gaze shot to him, disappointment hitting her rather forcefully, before she looked away again. Whilst Sophie looked down at the stage floor, brow scrunching slightly, disappointed herself, but it wasn't her decision. It was his Tardis after all, his home. She was just… rooming? She blinked as she thought about it. She actually was kind of homeless, wasn't she? She had a room in the Tardis, but no actual home… not really, no place to call her own on Earth, not anymore… she blinked again, though, she kind of liked to think of the Tardis as her home. It certainly felt like home, but that was kind of presumptuous, wasn't it?

"You mean travel on through time and space," Shakespeare corrected, snapping Sophie out of her thoughts as she gaped at him.

"Eh?" she muttered, wide-eyed.

"You… what?" the Doctor blinked gaping, stunned himself.

"You're from another world like the Carrionites," Shakespeare stated with certainty, "And Martha and Sophie are from the future," he smiled at them and shrugged as they stared brows raised, "It's not hard to work out."

"That's… incredible," the Doctor murmured, shock fading into awe, "You are incredible."

"We are alike in many ways, Doctor," Shakespeare murmured before he turned his eyes to Sophie, "Sophie it's been a pleasure," he inclined his head, before he turned to Martha, grinning, "Martha, let me say goodbye to you in a new verse," he took her hand in his, "A sonnet for my Dark Lady," the Doctor blinked and then grinned, "Shall I compare thee to a summer's day? Thou art more lovely and more temperate…"

"Will!" one of the actors called as he and one of his fellows ran in from the street, drawing the fours attention.

"Will, you'll never believe it, She's here! She's turned up!" the second actor exclaimed, slightly out of breath.

"We're the talk of the town," the first continued, "She heard about last night! She wants us to perform it again."

"Who?" Martha asked.

"Her Majesty!" came the excited reply and Sophie's eyes widened, "She's here!" their gazes shot to the door as fanfare erupted.

"Queen Elizabeth the First!" the Doctor grinned as Her Majesty strolled in two pikemen either side of her.

Elizabeth the First stilled as her eyes landed on the giddy with excitement Doctor, her eyes narrowed in recognition, "Doctor?"

The Doctor stilled surprised and Sophie pulled her gaze from the Queen that had started to bristle to glance at him, "What?"

"My sworn enemy!" Elizabeth the First declared and Sophie's eyes widened in alarm, her gaze shooting back and forth.

"What?" the Doctor repeated stunned.

"Off with his head!" Elizabeth the First shouted the order.

"What?" the Doctor repeated as the pikemen ran forward.

"Never mind 'what', just run!" Martha shouted with alarm, "See you, Will, and thanks!"

Sophie nodded, turning quickly to the playwright, "Yeah, thanks for everything, and bye!" she exclaimed, before she and Martha grabbed at the Doctor's arms, the two pulling the stunned Time Lord into motion, "What is it with you and monarchy?!" Sophie exclaimed as they raced across the stage towards the stage exit and behind them Shakespeare laughed as the pikemen chased the three out onto the streets of Southwark.

"Stop that pernicious, Doctor!" Elizabeth the First demanded vehemently, hands fisting in her heavy skirts.

 ***O*O*O***

"Stop in the name of the Queen!" one of the pikemen called as the three fled through the street, running for the Tardis.

"What have you done to upset her?" Martha called as they approached the Tardis, relief filling her at the sight of it.

"How should I know?" the Doctor shrugged, "Haven't even met her yet! That's time travel for you. Still, can't wait to find out," he grinned.

"Only you!" Sophie groaned, shaking her head as he unlocked the Tardis and she darted inside after Martha.

"That's something to look forward to," he continued to grin, looking back, his eyes widening, "Oooh!" he slammed the door shut, an arrow embedding into the door with a solid thud. The three dashed for the console and a moment later archers, pikemen and alarmed but curious urchins watched stunned as the large strange blue box that they hadn't paid any attention too before dematerialised from sight with a groaning wheeze.

 ***O*O*O***

Sophie beamed a wide excited grin any exasperation she'd felt moments ago fading away to nothing as the Tardis entered the time vortex. She glanced at the Doctor who smiled at her knowingly before she turned from the console and dashed towards the stairs, swiftly disappearing up them and out of sight. The sound of her footsteps rapidly fading as she ran along the familiar corridors of the sentient ship.

Martha blinked after her, brows quirking at her swift and sudden exit, "Where's she off too?" she wondered aloud.

The Doctor looked away from the stairs to her, "To find a name in a photo album," he murmured and looked down at the console, fiddling with the knobs and switches. Hoping that he'd been right, that she would find the name, _her_ name, on the back of them and nervous that he was wrong, that he'd gotten her hopes up for nothing.

"A name?" Martha blinked at him.

The Doctor glanced up at her again, and nodded, "If you wanna know more," he murmured, "You'd have to ask, Sparks."

Martha nodded slightly in acceptance of the answer, before she glanced away from him again. She let out a low sigh and she stepped away from the console and sank down quietly into one of the chairs, disappointment gnawing as home loomed. Her eyes went back to the stairs as the Doctor went back to fiddling with the console, his ears straining for the sound of Sophie's return to the console room.

 ***O*O*O***

Sophie dashed into her room, not bothering to shut the door behind her as she hurried over to the bookcase, her eyes on the spine of the photo album that was sploshed with purple. She pulled it down, sinking down into the chair at her age worn vanity, flicking through the first few pages of the album her parallel parents had compiled for her until she got to the photo of parallel baby her, cuddled between her parents.

She reached for it, fingers trembling with nervous excitement as she carefully removed it from its spot. She stared at it a moment, just gazing at the image, before she turned it around, her teeth nibbling her lower lip as she revealed the back of the photo. Her eyes widened and her heart seemed to freeze for a moment in her chest as she took in the feminine writing on the back of it, her parallel mothers she guessed. She beamed a positively giddy grin as her gaze swept over the writing taking in the words… the year the photo was taken. Her father's name. Her mother's name. And then finally hers…


	3. Chapter 3 Gridlock

**Disclaimer:** I don't own Doctor Who. Just Sophie my o/c.

 **A/N:** A big thank you to everyone who followed/favourited and reviewed the previous chapter. And another to **Saberbladeprime** for prereading for me. And, sorry for the slight wait for this one too. I wanted to get this chapter up and posted days ago, but I got a little stuck in a couple of places.

 **CHAPTER 3**

 **Gridlock**

Sophie exited her bedroom pulling the door shut behind her, the ecstatic giddy grin still lighting up her face. She knew her name! The name her parents gave her, the name they would have called her by.

 _Zoey._

That's what Stephanie and Joseph Meyerson had named her. What she would have been called had they lived. She would have been Zoey Meyerson.

She took a steadying breath, before she started down the corridor, practically skipping back down the corridor towards the console room in her excitement at finally knowing her name, not to mention her parent's names, she was all but buzzing with it. The Tardis hummed warmly at her, telling her that the Doctor and Martha were still in the console room and she couldn't help but pick up her pace, her skip turning into a run.

 ***O*O*O***

The Doctor looked up from the console eyes going to the stairs as Sophie bounded down them and back into the console room, a wide giddy grin curving up her lips, and he grinned widely in response, relief filling him, "You found it, then?"

"Yep!" Sophie beamed at him, nodding, bells chiming loudly with the energetic movement, "Back of the photograph!" she cheered.

Martha watched with a small smile, from where she was still sitting on one of the seats, as the Doctor swooped Sophie into a hug, spinning her about, before setting her back down, the petite brunette laughing exuberantly, "So, uh," she began curiously, and the two turned their heads to look at her, "You were looking for a name, right?" Sophie nodded, "Who's?"

"Mine," Sophie replied.

Wait, what? Martha blinked, brow starting to furrow as curiosity turned to confusion, "Am I missing something? Didn't you already know your name?" she asked, glancing from one to the other and back again as their smiles faded.

"Oh um…" Sophie murmured and shifted a bit awkwardly.

"You don't have to tell me," Martha murmured, getting the feeling that she'd unintentionally touched on a sensitive topic.

"No, I…" Sophie tugged at the ends of her hair, "I dunno where to start," she sighed… just how much should she tell? She shook her head and offered Martha a slight smile, deciding to simply just answer the question, "Sophie Connolly, isn't my birth name," she began to explain, "Three of the women at the orphanage gave it to me when they found me on the door stoop with nothing but a baby blanket."

"Oh," Martha breathed a bit wide-eyed, her expression apologetic as she stared at the other woman, "I'm sorry."

Sophie shook her head, "It's fine," she assured softly, giving her another small smile, fingers threatening to twitch up into the ends of her hair awkwardly.

Martha nodded, returning the small smile, before she frowned again, this time thoughtfully, "So," she began carefully, "If you didn't have the album… where'd you get it from?"

Sophie's smile widened a bit, "Parallel universe."

Martha blinked, stunned, "What?"

The Doctor sniggered lightly amused by Martha's dumbfounded expression, before he shifted, moving back around the console.

"Yeah, we sort of fell into one…" Sophie murmured and then trailed as Martha shook her head still gawking a bit.

"There's parallel universes?!" she exclaimed, trying to wrap her head around it, first time travel, then witches, well, Carrionites, and now parallel universes too?

"Yep, lots," the Doctor replied, leaning his hands against the console, "Billions all stacked up against each other."

Martha frowned, "And we can just fall through? That happens?" she asked a bit alarmed at the possibility.

"No," the Doctor scoffed with an eyeroll and Martha frowned at him, "It was an accident and it won't happen again," he swallowed, "I fixed it."

"Alright," Martha agreed lowly accepting that with a nod, before focusing her attention back on Sophie, "So, how did that end up with you getting a photo album?"

"Parallel world," Sophie replied, glancing over at the Doctor briefly, "My parents over there were alive," she explained, smiling softly as she recalled seeing them waving at her from the doorway of their home, "They gave it to me."

"Ok," Martha nodded and smiled again, "So, go on then," she urged with curiosity, "What's your name?"

The Doctor glanced up from the console again, intense eyes focusing on Sophie as he waited for her answer, curiosity burning.

"Actually," Sophie hesitated slightly glancing from Martha to the Doctor and back again, the words sticking in her throat, "I think I'm gonna keep it to myself," she murmured, she hadn't been going too, she really hadn't been. She'd planned on telling them when she'd entered the console room, had wanted to share it. But now, a large part of her wanted to keep her name to herself and just bask in the knowledge of it alone. For it to just be hers, perhaps even like her true name should be just hers, "Just for now… for a little while," she added softly glancing down at the part of the console she was standing near, with a tiny scrunch to her brow as she pondered the feeling trying to pinpoint it down further.

The Doctor smiled at her from across the console, a little disappointed, but he out of all people understood keeping one's name to themselves, "It'll be something to look forward too," he murmured and she looked up and returned his warm smile with one of her own, the slight scrunch to her brow disappearing. At least, he hoped that she'd tell him her name one day. Just like he hoped to one day tell her his own… to hear her say his name.

"So, we just keep calling you Sophie?" Martha half asked half stated.

"Yep," Sophie agreed as she turned her gaze back to her with a bright smile, whilst the Doctor eyed them from across the console.

Zoey Meyerson may have been the name her parents had given her, but… she'd always been Sophie Connolly. She wasn't even sure that she wanted to switch… actually she was kind of positive that she didn't wanna switch. It was just nice knowing the name her parents gave her… more than nice really and she'd tell… she glanced at the Doctor who was still staring at her from across the console. She really would… just later. When it stopped being so new…

"Right," the Doctor jumped into energetic motion, drawing Sophie out of her thoughts, hands moving about the controls on the console, "No point just standing about here. We should get moving!" he exclaimed exuberantly as he flipped a few levers.

Martha looked down at her lap with growing disappointment, right home, and boy did it hurt that he seemed so happy about taking her home.

"Just one trip," the Doctor continued, practically bouncing now with his exuberance, "S'what I said. One trip, in the Tardis and then home. Although," and he paused glancing over at Martha whose head had shot up and was staring at him breath baited and eyes hopeful, whilst Sophie who'd turned back to him, her bright smile turning into a grin as he continued, "I suppose we could, stretch the definition, couldn't we Sparks?" Sophie nodded in agreement and Martha grinned with delight she wasn't going home just yet after all, "Try one trip into the past, one trip into the future. How do you fancy that?"

"No complaints from me," Martha replied with excitement, sitting forward in her seat as she continued to grin.

"How about a different planet?" the Time Lord suggested as he continued to move his hands about the controls on the console.

"Sounds good to me," Sophie agreed lightly, before she glanced back at the other woman, smiling brightly at her, "Martha?"

Martha nodded eagerly, "Can we go to yours?" she asked the Time Lord, her eyes shining with excitement at the possibility.

Sophie swallowed heavily glancing from Martha to the Time Lord as the excitement on the Doctor's face ebbed immediately.

"Ahh," he turned from Martha as he continued with a forced airy tone as he continued to shift about the console, "There's plenty of other places!"

"Come on, though!" Martha wheedled, not noticing the change in mood as she bounded up out of her chair and over to the console, "I mean, planet of the Time Lords, that's got to be worth a look! What's it like?"

"Well," the Doctor swallowed as he continued a bit shortly as he focused on the console, "It's beautiful, yeah."

"Is it like, you know," Martha let out a sigh full of wonder as she continued walking about as she tried to imagine it, "Outer space cities, all spires and stuff?"

"I suppose it is," the Doctor murmured voice low with heavy reluctance.

"Um, perhaps," Sophie tried, her heart aching for the pain she could see in the Time Lord's face as he shifted about the console again, coming to stand closer to her as he continued to work the controls.

"Great big temples and cathedrals!" Martha unintentionally interrupted, not hearing Sophie in her exuberance.

"Yeah…" the Doctor breathed, hands trembling faintly on the controls as thoughts of his home planet came to the fore, an image of how it had been before the devastation of the war in his minds eye.

Sophie glanced at the Doctor again, mentally reaching for him this time, brushing her consciousness against his in the hopes of offering some comfort like he so often did for her as Martha continued, voice full of eager wonder still, "Lots of planets in the sky?"

The Doctor looked up from the console at feeling Sophie's consciousness against his just brushing unobtrusively along his in that comforting 'hello' and on a whim, a sudden desire to share hitting him in that moment as he locked eyes with her. He projected the image of his home planet that he was seeing so clearly in his minds eye to her, wanting to really share it with her in that moment, to let her see it as he saw it. His Sparks who rarely asked about his past, about his people, but when she did never pressed if he didn't answer, just accepted the change in subject. He took a breath as he heard Sophie's soft surprised inhale as the projected image reached her and started speaking, describing what he was seeing… what the two of them where seeing, "The sky's a burnt orange," he began softly Sophie listening with her eyes closed as she focused on the image he'd given to her awed by it and all so grateful that he was letting her see, "With the Citadel enclosed in a mighty glass dome, shining under the twin suns. Beyond that," he swallowed, "The mountains go on forever. Slopes of deep red grass, capped with snow."

Sophie blinked open her eyes as the image slowly retreated from her minds eye, though she doubted that she'd ever forget it, it had been, was, breathtaking, "It's gorgeous," she murmured softly and the Doctor's eyes came to rest on her again, lips quirking up into a small smile that was both grateful and sad.

"It is," he murmured, unable to bring himself to say 'was'… just wanting to pretend in that moment… for a few moments that his planet was still there, that he wasn't so completely alone. The last of his kind.

"Can we go?" Martha asked completely entranced by the description of the planet that sounded so much more wonderous than anything that she'd been imagining, joining them about the console again.

"Naah!" the Doctor replied feigning light heartedness, "Where's the fun for me?" he questioned rhetorically as Martha's expression fell slightly with mild disappointment, "I don't want to go home! Instead…" he started dancing about the console, tweaking the settings as he went, "This is much better. Year 5 billion and 53, planet New Earth!" he grinned whilst Sophie's brows quirked up at him slightly, "Second hope of mankind," he continued, "50 thousand light years from your old world, and we're slap bang in the middle of New New York. Although, technically it's the 15th New York from the original, so it's New, New, New, New, New, New, New, New, New, New, New, New, New, New, New York," he rambled and Sophie smiled a little nostalgically at that, recalling the first time they'd come here. He'd said almost the exact same thing to her and Rose as they basked in the sun, noses filled with the scent of apple grass. The Tardis started to wheeze as she began to materialise at their destination, "One of the most dazzling cities ever built," he explained to Martha who grinned intrigued, previous disappointment vanishing as excitement took hold once more and she released the console she'd taken hold of as he moved away from it with a quick energetic stride, his enthusiasm palpable.

' _Just no hospital this time, please,'_ Sophie thought to herself with a tiny grimace as the Doctor shrugged on his long brown coat.

' _No, no hospitals,'_ the Doctor replied and Sophie blinked before puffing out a small breath, she really needed to figure out why she was still accidentally projecting. She'd sworn she'd been thinking behind her shields!

The Doctor shot Sophie a cheeky wink and a grin before he turned for the doors, honestly hoping that she wouldn't. It was something so uniquely her, one of the many things that he adored about her. Sophie rolled her eyes slightly, smiling, as she and Martha followed him over to the doors, the Time Lord opening one and lightly pushing first Martha and then Sophie out into the alleyway the Tardis had materialised in before stepping out himself.

"Oh, that's nice," Martha grumbled scowling as she, followed by Sophie stepped out into the pouring rain. She zipped up her jacket as the Doctor closed the Tardis door behind him, "Time Lord version of dazzling."

"Nah," the Doctor shrugged, not all that fazed by the downpour, "Bit of rain never hurt anyone," he glanced at Sophie who'd pulled his old jacket closer about herself in an effort to keep a little dry and warm, "Come on," he grinned taking her gloved hand in his, the material already a bit wet from the downpour, "Let's get under cover!" he urged, before taking off at a run leading them down the narrow alleyway.

 ***O*O*O***

In a dark, musty room of the senate that had seen better days, Novice Hame knelt before the Face of Boe, thick cords running across the floor from monitors and consoles to the protective tank the Face of Boe was housed in.

' _He has arrived,'_ the Face of Boe projected to Novice Hame, breaking the silence in the large musty room.

"What should I do?" Novice Hame asked, looking up at the being she'd been ordered to care for all so many years ago now.

' _Find him before it's too late,'_ the Face of Boe bid.

Novice Hame inclined her head and got to her feet, checking a large gun in her hands, before aiming it and disappearing from the room with a flash of green light and a click.

 ***O*O*O***

The Doctor, Sophie and Martha dashed through a junk-ridden street, the rain still beating down on them, hurrying past what looked to be giant dumpsters and laundry that had been hung out on a line, getting drenched.

"Well, it looks like the same old Earth to me. On a Wednesday afternoon," Martha muttered as she glanced about the street.

"Well, it's Earth. New Earth, but still Earth," Sophie commented shivering a bit now, hair that she'd put back up in a ponytail soaked stray bits that had slipped out plastered to the sides of her face, "So, that kind of makes sense," she shivered again and glanced up at the sky, "Could do without the rain though," she muttered.

"Hold on, hold on," the Doctor told them glancing about, before leading them over to a monitor in a wall that was thankfully undercover, "Let's have a look," he muttered, eyeing the black monitor, pulling his sonic out of his pocket.

He aimed it at the monitor, blue tip flashing as it whirred and the monitor flickered to life, showing static. The Doctor hit the top of the screen and it flickered again a woman appearing, smiling brightly at them, "…and driving should be clear and easy," the woman continued, "With fifteen extra lanes open for New New Jersey expressway," the image cut away, showing instead New New York above ground, a gorgeous spired city on the coast of a large river, sleek cars zooming through the air across it.

"Oh," the Doctor grinned tapping a knuckle on the monitor, "That's more like it. That's the view we had last time, Sparks," Sophie nodded in agreement glancing at the Doctor as the Time Lord turned away from the monitor, looking about the street again, "This must be the lower levels," he murmured musingly, "Down in the base of the tower. Some sort of under city."

Martha stared at him flatly, brow furrowing slightly with mild irritation, "You've brought me to the slums?"

"Much more interesting," the Doctor replied lightly, glancing back at her, before gesturing at the monitor that was still displaying the over city, "It's all cocktails and glitter up there."

"And creepy hospitals," Sophie muttered with a grimace.

"Ha!" the Doctor smirked at her, "Knew you'd come 'round to my way of thinking, Sparks," he turned back to the street.

"Hard not to after the last time," Sophie muttered with another grimace as she glanced about the street, and it was only really the hospital somewhere in the spired city above them that she found creepy. She doubted she'd ever forget seeing all those poor people locked away in pods, sick and dying… she shivered again, rain water from her wet hair dripping down her face and on to the back of her neck. The Doctor gave a nod and Sophie pulled her gaze from the street to look at him, "Still," she mused, glancing at Martha and then back to the Time Lord, a brow arching at him, just a bit, "Not exactly a choice second trip, is it?" she murmured, not when this was also Martha's last one in the Tardis with them.

Martha nodded in agreement, it really wasn't what she'd been envisioning when the Doctor had been describing the planet… she'd been hoping for the dazzling city. The cocktails and the glitter sounded wonderful...

"But," the Doctor protested, glancing from the two of them to the street, eyes roaming over it with interest, "This is the real city."

"You'd enjoy anything," Martha murmured, lips quirking up into a small amused smile, irritation forgotten for the moment as she eyed the Doctor, doing her best to stomp the warm fluttering of her heart into the dust.

"That's me," the Doctor agreed as Sophie nodded, smiling at him with amused affection, "Ah, and the rains stopping! Better and better!" he glanced back at Sophie with a wide beaming grin, "Eh, Sparks?"

"Yep," Sophie agreed, returning his grin before she raised her arms, hands going up to the length of her drenched hair, moving to squeeze the water out of it as the rain was indeed stopping. Hoping rather vehemently that her thick curly locks didn't frizz up as they so often did if it didn't get dried properly after getting drenched… well, at least it was in a ponytail.

Martha eyed them, her smile fading, thankfully along with the warm flutters of her heart, "When you say, 'last time', was that," she paused briefly as they turned to look at her, "The two of you, and Rose?"

"Um, yeah," the Doctor blinked and nodded as Martha began to frown at them in earnest, "Yeah, it was, yeah."

"You're taking me to the same planets that you took her?" Martha huffed, her earlier irritation returning.

"What's wrong with that?" the Doctor asked, confused. Whilst Sophie blinked, her eyes widening a little, she hadn't even really thought of that being an issue. Why hadn't she thought of that being an issue? She mentally chastised herself. When the Doctor had said where they were going she hadn't even thought about the fact that they'd come here with Rose, their first trip together after the Doctor's regeneration. Well, she had but not… she hadn't thought about it being a potential bad thing. She let out a low regretful sigh as she eyed Martha apologetically. It seemed that she was still not all that great at social queues.

Martha glanced from the Doctor to Sophie and back again, "Nothing," she shook her head and sighed, "Just… ever heard the word 'rebound'?" she muttered under her breath as she walked past them with another shake of her head, rather hurt that she hadn't warranted some place new for her final trip in the Tardis. A planet that he hadn't already taken Sophie and their friend Rose, her brow furrowed into a heavy scowl, and on top of that, he'd brought her to the slums of the city of the fifteenth New New York! Something she would have happily let go of if this planet didn't suddenly feel like a recycled trip.

The Doctor tugged at his ear a bit awkwardly as he and Sophie glanced at each other, before they moved to follow the irritated Martha only to be brought up short as one of the tops of the large green boxes lining the street flipped open, revealing a man, "Oh!" he exclaimed at seeing the three of them blinking at him and he grinned, "You should have said," he scolded them lightly, "How long you been there?" he asked before swiftly moving on to peddle his wares before they could answer, "Happy! You want happy!"

The three looked around as the tops of the other stalls lining the street flipped open to reveal more stall keepers.

"Customers!" one of the vendors called with delight as she stared at them, "Customers! We've got customers!"

"We're in business!" another called cheerily, before glancing back over her shoulder, "Mother, open up the Mellow, and the Read!"

"Happy," the first vendor called to them, "Happy, lovely happy Happy!"

"Anger," one of the other venders called as she shook a small packet at them, "Buy some Anger!" she urged.

"Get some Mellow," the other called, "Makes you feel all bendy and soft all day long," she tried to tempt them.

"Don't go to them," the man called, drawing their gazes again, "They'll rip you off. Do you want some Happy?"

"No, thanks," the Doctor retorted a bit shortly as he frowned at him, before he swept his gaze about the other vendors again.

"Really no," Sophie muttered, brow furrowed as she crossed her arms over her chest and she shook her head.

"Are they selling drugs?" Martha asked as she turned her gaze from the vendors to the Doctor, brow furrowed.

"I think," the Doctor began turning his gaze back to Martha as he continued, "They're selling moods."

"Same thing, isn't it?" Martha muttered, her arms crossed over her chest.

"It sure seems like it," Sophie murmured in agreement as she nodded, bells chiming with the action, before she glanced at the vendors again, that were peddling their wares almost frantically despite their disinterest.

A pale blond woman, dressed in dark clothes, that were worn with age entered the street behind the three, walking passed them listlessly, her eyes locked intently on the venders she was walking towards.

"Over here, sweetheart!" one of the female vendors called to her, "That's it, come on," she urged, "I'll get you first!"

"Oi! Oi, you!" the male vendor called, "Over here! Over here!" he urged the listless woman eyeing her hopefully, "Buy some Happy!"

"Come over here, yeah," the female vendor insisted and grinned as the woman came to a stop in front of her stall much to her rival's disappointment, "And what can I get you, my love?"

"I want to buy Forget," the young blond murmured, soft but firm as she stared up at the vendor with sad eyes.

"I've got Forget, my darling," the vendor cooed cheerily, "What strength? How much do you want forgetting?"

"It's my mother and father," the woman began to explain as the Doctor, Sophie and Martha watched the exchange with concern, "They went on the motorway."

"Oh, that's a swine," the vendor replied and reached back into her stall, "Try this," she held up another circular packet, "Forget43. That's two credits."

The Doctor started forward, Sophie moving after him, frowning concerned as she paid the vendor and received the small packet, the sticker, she'd paid for, "Sorry," the Doctor called to her as she turned away from the vendor 'Forget43' in her hands, "But hold on a minute," she focused her attention on him pausing in what she was doing as she blinked at him and then the two standing a short distance behind him as if only just noticing that she wasn't alone in the back alley street, "What happened to your parents?"

"They drove off," she replied sadly.

"Yeah," the Doctor murmured still eyeing her with concern and confusion as he continued gently, "But they might drive back."

"Everyone goes to the motorway in the end," the woman replied solemnly, glancing down grief-stricken, "I've lost them."

From where she now stood beside Martha, Sophie tugged at the ends of her still rather wet hair, her head tilting slightly with growing confusion as she eyed the woman with a concerned but troubled gaze as the Doctor murmured gently, "But they can't have gone far. You could find them," he tried to assure her.

The woman stared at him briefly, before letting out a low sigh as she glanced down at her hands again, before moving to apply the Forget43 to her neck, just wanting to stop feeling the pain of the loss.

"No. No, no, don't!" the Doctor moved to try and stop her only to be too late as she applied it to her neck and the pain and sadness etched onto her face smoothed out almost immediately and the three watched as she blinked, serene and a bit out of it, completely unaware of her surroundings for a moment.

She blinked up at him, eyes focusing on him again and then smiled, "I'm sorry, what were you saying?"

Sophie blinked, fingers releasing the ends of her wet hair, a bit disquieted at the sudden change she could see in the woman's demeanour and beside her Martha shifted eyeing the woman rather disquieted herself.

"Your parents," the Doctor tried to jog her memory, frowning as he eyed her, "Your mother and father," he continued to try as she merely blinked up at him serenely, "They're on the motorway," he reminded her.

"Are they?" she enquired with a confused blink, before smiling again, "That's nice," she murmured all traces of her previous grief gone.

Martha made a face, full of disbelief as she eyed the woman that had moments ago been grief stricken by that very fact, before she glanced at Sophie to see her frowning disquieted still and then the Doctor who was frowning, disturbed, but not at all surprised.

The woman swept her gaze over them and smiled again, "I'm sorry," she murmured and started to turn away, "I won't keep you."

The Doctor watched her go with a disturbed pensive frown, whilst behind him, Sophie stared after her, brow still furrowed disquietedly.

And Martha frowned upset, her arms crossing over her chest as she eyed the retreating woman a moment longer, before she turned her gaze back to the Doctor again, "So, that's the human race 5 billion years in the future," she huffed scornfully and Sophie turned her head to look at her, "Off their heads on chemicals."

Two figures, a man and a woman, dressed in dark clothes and carrying guns, sprang out from the shadows and a sharp alarmed cry and a shriek rent the air as Sophie and Martha were quickly grabbed, arms wrapping about their necks as they were pulled backwards, the Doctor swiftly spinning towards them hearts pounding against his ribcage as he caught sight of Sophie and Martha, the two held at gunpoint.

Whilst the vendors quickly slammed the tops of their stalls shut at the first sign of trouble, all of them happy to ignore it until it went away.

The woman holding Sophie shifted her gun, moving it away from Sophie's temple and aiming it at the Doctor instead as she dragged her backwards. The petite brunette's eyes widened further, her hands that were locked around the arm about her throat tightened with growing alarm and fear, "No don't…!" she started scared that the woman would shoot, only for the arm about her throat to tighten and she cut off as her airflow was restricted and she tugged against it as she squirmed a bit harder, trying hard not to panic as she swallowed against the lump in her throat.

"I'm sorry," the man shouted as he dragged the struggling Martha backwards with little effort, and Sophie wasn't sure if he was speaking to the Doctor, or her and Martha, perhaps all three. She didn't really care in that moment as she continued to squirm against the woman's grip scared to fight too hard, what if she fired and hit the Doctor? Or fired and hit her or the man fired and hit Martha? None of which she wanted to see happen, "I'm really, really sorry," the man continued to shout as he dragged Martha along, "We just need four, that's all."

The Doctor reached for them, trying to edge closer, hearts pounding with fear for Sophie and for Martha as the woman holding Sophie warded him off with the gun in her hand, "No, let them go!" he shouted frantically, his eyes straying to Sophie as she stared back at him with wide-eyes as she squirmed in the woman's hold, "I'm warning you," he shouted desperation rising as the two assailants didn't even slow, "Let them go! Whatever you want, I can help," he tried to reason with them, "The three of us, we can help. But first you have to let them go!"

"I'm sorry," the woman shouted shaking her head as she kept her grip firm around the squirming Sophie, they couldn't afford to lose either girl, they needed them! "I'm really sorry," she cried again, sounding rather close to tears as she continued to back up as quickly as she could, "Sorry!" she shouted again, as she rounded a corner after the man who was dragging Martha and disappeared through a large green door, slamming it shut with a solid shove as the Doctor rounded the corner after them.

The Time Lord bared his teeth in frustration, anger simmering as he ran to the door and started wrestling with it, trying to jerk it open, only to find it locked. He reached into one of his pockets and pulled out his sonic screwdriver. His mind reaching for Sophie's feeling as she was dragged further and further away from him. He buzzed it at the door with impatience, before he shoved the sonic back into his pocket and yanked it open and darted out into the corridor, racing along it after the four, fear clawing at him.

He couldn't lose Sophie! He just couldn't!

 ***O*O*O***

Martha and Sophie where dragged out of the dark corridor they'd been pushed and pulled along by their kidnappers and out into daylight and down a set of stairs towards a large black car that was parked on the backstreet.

"The Doctor is so going to kill you!" Martha growled as they were pushed and pulled towards the waiting car.

"But he won't," Sophie chimed in and Martha shot her an alarmed look, that swiftly turned into a nod of agreement as Sophie finished her sentence, "If you just let us go now! And if you do, he'll probably still try and help you! In fact, I know he will," she exclaimed desperately starting to ramble with nerves as she eyed the car, "He really will if you just let us go!"

"Hurry up with the Sleep, will you!" the man gritted out to the woman who Sophie realised was rooting about in her pocket, pulling out a sticker in the next instant. The man not wanting to hear it, already feeling awful about what they were doing.

"Oh, no!" Sophie cried struggling harder, eyeing the sticker with trepidation, not wanting to be dosed with whatever it was.

"It's only Sleep," the woman soothed as the man reached out a hand to help keep her steady the other securing Martha.

' _Sparks? What's happening?'_ Sophie heard the Doctor ask with alarm, but she had no time to try and focus on giving him an answer as the woman was trying to get the sticker onto her neck.

"Don't!" she pleaded with rising alarm, she'd didn't want to be put to sleep! That'd leave her defenceless and vulnerable, "Really," she begged trying desperately not to panic at the thought of being defenceless and vulnerable as she shifted and squirmed, struggling against their hold, fingers digging into her arms through the leather of her jacket.

' _Sparks! Sparks, I'm coming!'_ she heard him again, telling her what she already knew, though it was still nice to hear, to have the confirmation.

"Don't please," Sophie continued to plead with the two that were holding her tightly still struggling to get free as she tried to explain that they didn't need too. That they honestly didn't need to do this, whilst also trying to buy them time, "The Doct…!"

"I'm sorry!" the woman cried sounding as close to tears as she had been before, cutting Sophie off as she stuck the sticker to her neck.

The petite brunette barely having time to register the vison that flashed all so quickly across her minds eye as the woman's fingers brushed against her skin during the application, her vision darkening immediately as the chemicals in the sticker had her slumping in the woman's arms as sleep claimed her.

"What was that?!" Martha demanded sharply as she was thrust roughly into the woman's arms, struggling harder in the hopes of getting free, wanting to check on Sophie as much as she wanted to get away, "Sophie!" she shouted with alarm as the man jumped into the car carrying the other woman out of sight.

"It's ok, it was just Sleep," the woman holding her tried to sooth, struggling to hold Martha with one hand as she fiddled in her pocket again as she struggled, almost managing to break free as the man jumped back out and caught her free arm.

"Forget the Doctor!" Martha snarled enraged and scared, "I'm going to kill you myself!" she shouted as she eyed the open door of the large car trying to see Sophie, not sure she trusted that it was just sleep the woman had dosed her with, and even so, the woman had still drugged Sophie! "Let go of me!"

"Hurry!" the man urged urgently glancing about the backstreet, not wanting to be caught, they were so close!

"Don't you dare!" Martha shouted as the woman produced another circular sticker, the same type that she'd slapped on Sophie, "Don't put that stuff in me, don't! Get off me!" she screamed struggling against their hold.

"Honestly, it's just Sleep14!" the woman tried to sooth fretfully. She hadn't thought that doing this would feel so awful! "No, baby, don't fight it," she tried to calm her, but Martha just struggled harder, caught between the two.

"I'm telling you don't!" Martha snapped frantic, only for the woman to manage to get it on her neck as she had with Sophie, despite her struggling. And just like with Sophie, Martha slumped immediately as the stickers chemicals sent her to sleep.

"That's it," the woman murmured still fretful as the man hefted her up into his arms as he had with Sophie, "Come on. That's it."

"Get on board," he urged the woman as he moved to get into the car, she nodded, following him in and shutting the door behind them.

 ***O*O*O***

The Doctor dashed through the dark corridor, his hearts beating a wild frantic tattoo in his chest. Something had happened, Sophie's mind had gone peaceful all of a sudden… like she'd suddenly fallen asleep. He gritted his teeth as anger simmered inside him. What had they done? What had those two gun-toting idiots done to her?! She'd been scared, not a moment ago! She wouldn't have suddenly just dropped off to sleep, not without help! He forced his feet to move faster, needing to get to her.

A moment later he was bursting out of a fire escape door as a large black car rose up into the air engine roaring, "Sparks! Martha!" he yelled frantically, his eyes wide with horror, frantically beating hearts clenching painfully in his chest as he watched the car zoom around a corner and out of sight, taking his Sparks further and further away from him.

He'd been too late.

And now, both Sophie and Martha were being taken… he didn't know where. He frowned darkly, anger simmering to a boil as he turned and started racing back the way he'd come with determination.

He'd find out, and then. He'd find them.

 ***O*O*O***

"They're alright," the woman murmured with relief as she finished checking on the two women laid out together, "Both breathing, pulse fine, and no harm done. They look rich," she commented cheerily taking in their clothes, before she turned shrugging off her jacket as she started for the front of the car, "They must have gotten lost," she mused as she settled into a seat beside him.

"Yeah, well, they're worth their weight in gold to us," the man replied, smiling as he reached for a vocal transmitter, "This is car 4-6-5-diamond-6," he spoke into it, "We have four passengers, repeat four. Request access to the fast lane."

"Access granted," an electronic voice responded.

"Oh, yes," the man cheered and he shared an excited grin with the woman before the two shared a loving kiss.

Neither noticing Sophie twitch slightly in her sleep, her brow furrowing as her chemical induced sleep was disturbed by a drum-like beat.

 ***O*O*O***

The Doctor burst back through the large green door and out into the alley, making his way swiftly over to the closest closed stall and pounded against the door of it. It flipped open swiftly and the vendor who'd sold the Forget43 popped into view.

"Thought you'd come back," she beamed a grin at the man who was staring up at her angrily, "Do you want some happy Happy?"

"Those people," the Doctor gritted out, his eyes narrowing into a glare, "Who were they?" he demanded tersely, "Where did they take them?"

"They've taken them to the motorway," the male vendor informed him as he popped in to view, opening his own stall door.

"Looked like carjackers to me," the woman he'd been speaking to agreed.

"I'd give up now, darling," the other female vendor agreed as she popped up, opening up her stall too as she continued, "You won't see either of them again."

The Doctor's hands clenched at his sides at that, his pounding hearts clenching painfully in his chest again. He'd find them, he would!

"Used to be thriving, this place," the male vendor sighed glancing about the street, "You couldn't move. But they all go to the motorway in the end," he stated as he turned his gaze back to the fuming Doctor.

"He kept on saying, 'four, we need four'," the Doctor whirled, eyeing all of them, "What did he mean, 'four'?"

"It's the car-sharing policy," the woman whose stall he'd hammered on began, drawing the focus of his darkly furious gaze, "To save fuel," she continued, "You get special access if you're carrying four adults."

"This motorway," the Doctor gritted forcing himself to unclench his hands, "How do I get there?" he demanded.

"Straight down the alley," the vendor replied, jerking her head in indication, "Keep going to the end. You can't miss it," she stared after him as he took off down the street with a long, angry purposeful stride, not losing a second, "Tell you what," he paused, "How 'bout some happy Happy?" she grinned, "Then you'll be smiling, my love!"

The Doctor whirled back around, glaring his tight grip on his fury slipping slightly, "Word of advice, all of you," he bit out dangerously as he glowered at the lot of them, "Cash up, close down and pack your bags."

The three vendors blinked at him, the smiles on their faces falling away, "Why's that, then?" the vendor who'd given him directions asked.

"Because as soon as I've found them, alive and well…" the Doctor swallowed, hands clenching at his sides again, his nails biting into the palms of his hands, "And, I will find them alive and well. Then I'm coming back, and this street is closing. Tonight!"

He turned sharply on his heel taking off down the alley again and the three vendors glanced at each other apprehensively all of them just knowing in that moment that he really would and that they wouldn't like what would happen, if he came back to find the three of them still there and still open for business.

 ***O*O*O***

Martha and Sophie continued to lay sleeping in the back of the large car. The latter still twitching slightly, brow furrowed as she continued to dream of the sound of drums. The rhythm going on and on.

Whilst in the front of the car the happy couple watched a blue screen, their eyes focused on their car number '4-6-5-diamond-6' as it descended down from level 17 at the top of the screen making its way towards level 21 at the bottom.

The man grinned replacing the vocal transmitter in its holder, before turning to the woman sitting beside him, "Now you just settle back. It's all going to be worth it," he assured her and she nodded at him with a warm smile whilst behind them Martha began to stir groggily, a hand reaching up feeling the sticker still on her neck she ripped it off and threw it away with a frown.

"Yeah," the woman murmured wistfully not noticing Martha stirring, starting to shift, "The view from the windows. You can see all the way out to the flatlands," the woman continued as Martha shifted about still groggy her eyes taking in the car and the two in front before going to Sophie eyes concerned as she twitched.

"Clear blue sky," the woman sighed wondrously and Martha shifted up a bit more, spying the sticker still on Sophie's neck she ripped the sticker off the still sleeping woman, before moving to check her pulse only for Sophie eyes to snap open with a soft gasp, eyes wide, and Martha swiftly and quietly shushed her and Sophie nodded with a blink shifting about on the space that barely fit the both of them still a tiny bit groggy as she forced herself to focus past the drums she could still hear lingering in her ears and the waning feeling of sleepiness that chemicals she had been drugged with had induced in her.

"They say the air smells like apple grass," the woman continued smiling at the man she was sitting beside as both Sophie and Martha shifted to look at their kidnappers again, blinking at them a bit blearily. The woman let out a breathy sigh, "Can you imagine?"

"The houses are made of wood," the man nodded describing what he'd, what they'd both heard to reassure themselves, "There are jobs going in the foundries. Everyone says so."

Martha's gaze landed on one of the guns that their kidnappers had been using, left on a computer by her head. She swallowed and reached for it, snatching it up and pointed it at the two that still hadn't noticed that she and Sophie where awake, "Take us back!" she demanded and the two turned their heads to look back at them, "Whoever you are, just take us back to our friend. That's all we want. We won't cause any trouble," she promised.

Sophie nodded in agreement, bells chiming, "No trouble at all," she murmured as she blinked away the last of the tiredness from her eyes.

"Just take us back!" Martha reiterated, straining a little to keep the gun steady with her outstretched arm.

The man and woman glanced at each other expressions turning somewhat sheepish, "I'm sorry," the woman apologised as they turned their eyes back to them, "That's not a real gun," she murmured softly, sincerely.

Sophie blinked, her gaze shooting to the gun in Martha's hand, before going back to their kidnappers, "You've got to be kidding!"

"No, really," the woman insisted, "It's fake," and Sophie let out a groan her shoulders slumping as she hung her head.

"Yeah, well," Martha huffed eyeing them distrustfully, not lowering the weapon, "You would say that."

"Where do you get a gun from these days?" the woman asked them, attempting a smile only to be met by flat looks, "I wouldn't even know how to fire."

"Un-frikkin-believable!" Sophie muttered, kneading her forehead with her knuckles in irritation and disbelief.

"No, nor me," Martha muttered eyeing the gun in her hands with disgust.

"Me neither," Sophie sighed as she lowered her hand from her forehead to glance at the gun distastefully again, "Don't even like 'em," she murmured, before glancing away, brow furrowing in concentration as she mentally tried to reach for the familiar warmth of the Doctor's mind, searching for it.

"Can't say I do either," Martha muttered eyeing the gun in her hand a moment longer before setting the fake gun back down on the computer with a sigh.

Sophie let out a sigh of her own her shoulders slumping again, "I can't feel him," she muttered and Martha glanced at her.

"Feel him?" Martha commented, brow arching in question as Sophie looked at her, "That's to do with your anomalies, right?" she questioned curious. It was the third time now that the other woman had mentioned being about to 'feel' the Doctor and damn it if she didn't want to know just what she meant.

Sophie glanced towards the two at the front uncomfortably and then back at Martha before sighing softly and nodding, "Telepathy," she murmured, "I'm telepathic."

Martha's eyes widened a bit in alarm, paling a little, she'd had a suspicion it might be something like that, but to hear it being confirmed, "So," she swallowed, "You can hear my thoughts?" did she know about her tiny crush? And oh, God, her eyes widened further as she recalled those silent interactions with the Doctor… that were actual silent conversations… she connected the dots with growing mortified horror… telepathic conversations! Did that mean he knew?!

Sophie gave her a slightly sad, but understanding look at the sudden fear in Martha's eyes, it was something she'd seen a lot when people, if people, found out usually followed by a 'stay away from me!' "Only if I'm reaching, trying too," she explained she glanced down at her gloved hands, "And I don't really," she swallowed, "I never liked to hear."

Martha nodded in relief, calming slightly as she eyed the other woman judging her to be telling the truth, "Ok," she murmured and Sophie's gaze darted to her a little surprised, before she returned the small smile Martha was giving her, relaxing at not seeing hostility just lingering uncomfortableness.

Their attention was returned to the front of a car as a snort came from the man seated in the driver's seat and Martha glowered at the man, bristling, affronted on Sophie's behalf. Whilst Sophie blinked at him calmly, expression blanking as she eyed him, gritting her teeth in preparation for a barrage of abuse she was expecting to follow only for the woman to smack at his arm with a scowl.

"Stop it!" the woman huffed at him, pointing a scolding finger.

"Ow!" he groused, rubbing at his arm, shooting her a bit of a mock petulant look.

Something the woman ignored entirely as she turned back to them with a friendly smile, "Sorry about him. He's a tried and true sceptic," she said in explanation before continuing cheerily ignoring the rather flat looks she was receiving from the two as she continued to smile at them brightly, "So, what're your names?"

Sophie and Martha exchanged a look, before the young medical student replied begrudgingly as she started to sit up, "Martha," she got to her feet, "Martha Jones."

"Sophie Connolly," Sophie muttered as she too got to her feet and followed Martha towards the front of the car.

"Well, I'm Cheen," the woman introduced herself, "And this is Milo," she smiled fondly at Milo, before she turned back to their two guests, "And, I swear we're sorry. We're really, really sorry. We just needed access to the fast line," she explained, "But I promise, as soon as we arrive, we'll drop you both off and you can go back and find your friend."

"Seriously?" Martha asked, brows raised in disbelief as she eyed Cheen.

"I swear!" Cheen exclaimed and upon seeing the incredulous looks she was getting from both women gestured to her neck, "Look," she pulled her hair back out of the way to reveal the round sticker stuck to her neck, "Honesty patch."

"Really?" Sophie huffed incredulously as she eyed the patch dubiously, brow scrunched, did they have a patch for bleedin' everything?

"Really," Cheen assured misreading Sophie's incredulous exclamation as a hopeful question, "Can't lie with the patch on."

"All the same," Martha frowned, "It's still kidnapping!" Sophie nodded, bells chiming and she crossed her arms as Martha asked, "Where are we, anyway?"

"We're on the motorway," Milo replied.

"What's that, then?" Martha asked as she squinted out the window at the thick clouds that were billowing past the windows, "Fog?"

"That's exhaust fumes," Milo explained.

"Right," Sophie muttered, grimacing as she stared out the window herself… that was a lot of exhaust fumes.

"We're going out to Brooklyn," Milo informed them, "Everyone says the air's so much cleaner, and we couldn't stay in Pharmacy Town, 'cos…"

"Well, 'cos of me," Cheen cut in glancing from Milo to them as he rubbed her knee affectionately, "I'm pregnant," Cheen told them with a delighted grin, "We only just discovered it last week. Scan says it's going to be a boy."

"Great, what do we do now," Martha huffed and continued with sarcasm, "Congratulate our kidnappers?"

"I'm sure he'd be so proud," Sophie muttered equally sarcastic as she shook her head, Cheen's face falling dramatically.

"Oh, but, we're not kidnappers," Cheen told them and Sophie scoffed with disbelief, "Not really," she insisted.

"No, _really,_ you are," Sophie huffed, before sighing out an exasperated breath and shaking her head, just honestly.

"Not to mention you're both idiots!" Martha exclaimed, eyeing the patch on Cheen's neck with incredulous disbelief, every instinct she'd gained during her medical training balking, "You're having a baby, and you're wearing that?" she ripped it off Cheen's neck, the woman giving a small yelp of pain, "Not anymore."

"I think I'm getting a headache," Sophie sighed, pinching the bridge of her nose and Martha glanced at her.

"You're not the only one," Martha muttered shaking her head in utter disbelief, how stupid could some people get?  
"Still, it's good that there aren't any chairs lying around," Sophie mused lightening her tone and all three turned their eyes to her.

"Why?" Cheen asked curiously.

"Cos, I would have felt bad about clobbering a pregnant lady with one," Sophie deadpanned and Cheen blanched and Milo huffed, eyeing her with a frown, before shaking his head in disbelief and turning to look ahead of him again.

Martha blinked eyed the petite Sophie, who honestly didn't look like she had it in her, "You wouldn't have."

Sophie shot her a little smile, "Well, I was sort of joking," she murmured, before tugging at the ends of her hair and shrugging a bit awkwardly, "Not a very good joke mind you…" she trailed with a bit of a mumble, missing Rose horribly in that moment. Rose would have been sniggering by now, would have gotten the joke she was trying to make to lighten their moods… she gave herself a mental shake, chasing the thought away.

"Horrible," Milo muttered, eyeing her again.

Martha shrugged and smiled. Heart-warming a little more towards the uncomfortable brunette, "I found it a little funny," she murmured glad for Sophie's effort, even if she didn't really get it. And finding in that moment that she really wanted to be friends with the other woman and really get to know her. She wanted to know the both of them really, Sophie and the Doctor, but couldn't help but feel that they were both trying to keep her at a bit of distance.

Sophie blinked glancing at Martha, a little surprised, she had? And then, she smiled, returning the one Martha was giving her. Glad that she'd managed to succeed even if her choice in joke had been poorly thought out.

"Look," Milo sighed, glancing at their two unwilling passengers again as they turned their attention to him, "This'll be as fast as we can," he assured, "We'll take the motorway to the Brooklyn flyover, and then after that it's going to take a while, 'cos there's no fast lane," he explained, "Just ordinary roads, but at least it's direct."

"It's only ten miles," Cheen murmured, a friendly smile curling up her lips once more as she looked up at the two from her seat.

Sophie frowned with confusion, as she eyed their kidnappers, "You wanted to get into the fast lane for ten miles?" Ten miles was worth kidnapping two people?

"How long is it going to take?" Martha asked, eyeing the two a bit dubiously, her thoughts along the same vein as Sophie's.

"About six years," Cheen replied.

"Eh!" Sophie exclaimed, her eyes widening in shock as Martha exclaimed with equal shock.

"What?!"

"Be just in time for him to start school," Cheen murmured her hand going to her belly, not noticing their complete and utter surprise as she and Milo giggled with the fresh excitement of oncoming parenthood.

"No, sorry, hold on," Martha spluttered drawing the couple's attention, "Six years? Ten miles in six years?"

"I'm reconsidering the chair," Sophie bemoaned really feeling a dull throb of a tension headache at her temples now. Well, she would be if there was actually a spare one lying about in the large car Martha and herself were trapped in.

"I thought you were joking," Milo huffed at her.

Sophie glowered, honestly not in the mood at the moment, "Only half joking," she snapped at him irritably, before pinching the bridge of her nose, swallowing down the apology that rose up in her throat, unwilling to apologise to her kidnappers for her bad temper.

"Six years," Martha repeated incredulously, cutting in, not wanting to believe it, really not wanting to believe it, "How come?"

The two blinked at them, hesitating, before Milo ventured a little uncertain as he eyed them, "You don't know?"

Sophie crossed her arms again, eyeing Milo and Cheen, brow still furrowed, "She wouldn't be asking if we did," she retorted.

"Wow, you two really must have been lost," Cheen mused.

"Off worlders," Sophie replied and Milo and Cheen stared in shock at them.

"Both of whom," Martha began the edge of irritation entering her voice, "Would still like to know why ten miles is going to take six years!"

 ***O*O*O***

The Doctor stood in a derelict corridor, near an old sign that read 'Motorway Access'. He had his sonic screwdriver in hand again, whirring it impatiently at the large door. The blue tip brightly glowing in the dim light of the corridor. The lock he was forcing open, clanged loudly as it unlocked and he shoved it open, stepping out onto a platform with a cough as he was met by heavy smoke of exhaust fumes from several thousand cars as they all hovered in the air, stationary for the moment, locked in a traffic jam. He coughed into his arm unwilling to retreat, as he peered through the heavy smog, his eyes squinted as he stared at the cars that were up and down and to the left and right, just everywhere, trying not to choke on the powerful fumes that were threatening to suffocate him and making his eyes sting and water.

The door of a hover car in front of him flung open and a man in protective gear leaned out of it peering at him, "Hey! You daft little street strut. What are you doing standing there?!" the man shouted incredulously, "Either get out or get in! Come on!"

The Doctor darted forward, coughing heavily and the man stepped back out of the way to allow him to jump past him and into the large hover car, before he slammed the door shut behind him, "Did you ever see the like?" the man asked incredulously as the Doctor spluttered, gasping for breath through his coughing fit.

"Here you go," a dark-haired woman murmured as she offered the Doctor an oxygen mask, handing it to him as he took it gratefully, and placed it over his mouth and breathed in the clean oxygen, slowly regaining his breath.

"Just standing there, breathing it in!" the man continued as he removed his mask and goggles revealing his catlike features, "There's this story, says back in the old days, on Junction 47, this woman stood in the exhaust fumes for a solid twenty minutes. By the time they found her, her head had swollen to fifty feet!"

"Oh," the woman smiled, her nose scrunching in amusement, "You're making it up."

"A fifty foot head," the man carried on, making his way towards the front of the car, "Just think of it," he sat back down in his seat, "Imagine picking that nose."

"Oh, stop it," the woman grimaced slightly, "That's disgusting."

"What?" the man turned his head to look at her, brows raised in mock question, "Did you never pick your nose?"

The woman scrunched her nose at him again, only to sit up straight in her seat all thoughts of jest forgotten, "Bran," she called urgently touching his arm, "We're moving!" she informed him drawing his attention back to the traffic jam.

"Right," Bran quickly released the brake, "I'm there. I'm on it," he assured as he pulled another lever on the console and they started forward the engine roaring and the exhaust pipe blowing a thick cloud of white smoke out of it as they started forward. Moving only a short distance before stopping and Bran flicked the lever back down and hit the brakes, "Twenty yards!" he exclaimed and he and the dark-haired woman shared a smile, "We're having a good day," he remarked rather pleased with the days progress, before they both turned their attention back to the Doctor who was standing behind them staring out at the foggy view beyond the window, frowning at their excitement over a mere 20yards of movement as he pulled the oxygen mask from his face, sufficiently recovered, "And who might you be, Sir?" Bran asked looking him over, drawing the Doctor's gaze, "Very well-dressed for a hitchhiker," he observed.

"Thanks," the Doctor replied with a slight rasp as he placed the mask back where it belonged, "Sorry," he cleared his throat as he turned back to them, "I'm the Doctor."

"Medical man! Ha-Ha!" Bran exclaimed with friendly excitement, "My name's Thomas Kincade Brannigan, and this is the bane of my life," he indicated the woman sitting beside him, "The lovely Valarie."

"Nice to meet you," Valarie murmured with a smile and the Doctor managed to give her a bit of a nod in return before Brannigan continued with his introductions.

"And, that's the rest of the family behind you," he said with a gesture to a spot behind the Doctor.

The Doctor turned to see a curtain drawn, partitioning off a section of the car. He stepped towards it and drew it back, his eyes landing on a litter of kittens all of which mewled up at him, curious at the sight of a stranger, "Aww, that's nice," the Doctor cooed smiling down at the litter that was climbing about their basket, "Hello," he murmured and reached down to a black one as it mewled up at him with an adamant demand for attention, stroking his hand over the tiny ball of furs back before carefully picking the little girl up, hearts constricted with a fresh lance of pain. Just knowing that Sophie would have loved meeting these little guys, probably would have been asking what all their names where already.

He swallowed and turned back to the kitten's parents, stroking the kittens fur like the tiny creature was asking, the little girl purring in appreciation at the attention and nudging her head against the Time Lord's hand in encouragement, "How old are they?"

"Just two months," Valerie replied with a soft sigh.

"Poor little souls," Brannigan murmured sadly, "They've never known the ground beneath their paws," and the Doctor frowned at him in confusion, "Children of the motorway," Brannigan expounded.

"What," the Doctor raised a questioning brow at the pair, before looking about the confined space of the car with another frown, a bit perplexed, his hand stilling in its patting of the tiny kitten, who nudged at him again rather adamantly, "They were born in here?"

"We couldn't stop," Valerie sighed reaching out to brush her fingers along the top of her child's soft furry head, before continuing to explain, "We heard there were jobs going, out in the laundries on Fire Island. Thought we'd take a chance."

"What?" the Doctor blinked at them, brow furrowing incredulously, "You've been driving for two months?"

Brannigan snorted out a chuckle, "Do I look like a teenager?" he asked and got an arched brow from the Time Lord, "We've been driving for twelve years now?"

"I'm sorry?" the Doctor asked with disbelief, his hearts freezing in his chest, before beating faster as he stared at the couple, mind racing.

"Yeah! Started out as newlyweds," Brannigan replied, before turning to his wife, "Feels like yesterday."

"Feels like twelve years to me," Valarie murmured as she eyed her husband.

"Ahh, sweetheart, but your still lovely," Brannigan commented, before reaching over and tickling her.

Valarie giggled and for a moment all their troubles were forgotten.

"Twelve years?!" the Doctor exclaimed incredulously, it really starting to sink in that the two were serious, "How far did you come? Where did you start?"

"Battery Park," Brannigan replied turning back to the Doctor a bit surprised at the questioning, "It's five miles back."

"You travelled five miles in twelve years?" the Doctor asked with incredulity, hearts hammering against his ribcage harder and the kitten started to squirm a bit in his hands, unhappy with the lack of attention she was receiving.

"I think he's a bit slow," Brannigan murmured to his wife as the Doctor reached behind him and placed the kitten back in the basket with her brothers and sisters. Mind racing as he ran through calculations, possibilities… face paling with the very real possibility that he might never see his Sparks again.

"Where are you from?" Valarie asked.

"Never mind that," the Doctor shook his head, shaking away the horrible thought, because he would see Sparks again. He'd get her back, and Martha! He would, he started for the door, "I've got to get out. My friends are in one of these cars. They were taken hostage," he explained, "I should get back to the Tardis," he pulled open the door, leaning out of it, peering through the thick smog as he tried to see a way off.

"You're too late for that," Brannigan told him seriously, "We've passed the lay-by," and the Doctor coughed, before he pulled the door shut again on the thick smog, "You're a passenger now, Sonny Jim."

The Doctor turned to him urgently, leaning an arm against the back of the man's chair, "When's the next lay-by?" he demanded from between gritted teeth as his hearts continued to pound against his chest. He had to get out, get moving, get to the Tardis, he'd be able to find them easy then and clobber the idiots who'd taken 'em about the ears for good bleedin' measure and if any harm had been done to either of them…

"Oh…" Brannigan paused in thought, do a quick calculation, eyeing the irritate man with concern as he estimated, "Six months?"

The Doctor's jaw dropped in horror, hearts clenching in his chest, fury simmering as he clenched his jaw, eyes dark with anger and worry going back to the window, peering out at the smog and the motionless car ahead of them in the traffic jam.

' _Sparks!'_ he swallowed, he still couldn't feel her… she was somewhere out there and he couldn't feel her, not a whisper of her consciousness against his and she had to be reaching searching mentally for him just as he was her.

Brannigan and Valarie exchanging a concerned, but helpless look from their seats, whilst the Doctor frowned darkly as he leaned closer to the window, still searching mentally as he peered out at the cars. Just how big was this traffic jam?

 ***O*O*O***

Sophie perched on the edge of the bed by the computer, near the front of the car staring at a random spot on the floor but not really seeing it as she continued to search mentally for the Doctor, hoping to feel the familiar warmth of his mind, hoping that he'd come into range. Whilst Martha stood at the very front of the car wedged between the seats Milo and Cheen were sitting in, leaning forward, arms resting against the frame of the window as she peered out of it at the seeming never ending rows of cars that she could see through the smog.

"How many cars are out there?" Martha asked breaking the silence, and Sophie glanced up at her as Cheen replied.

"I don't think anyone knows," Cheen shifted in her seat and reached for a wafer, "Here we go. Hungry?" she asked, holding it out to Martha.

"Oh, thanks," Martha murmured as she accepted it, Cheen already reaching for another, holding this one out to Sophie who stood and took a step closer coming to stand beside Martha who'd stepped out from between the chairs.

"Thank you," Sophie murmured as she took the wafer looking it over curiously, before taking a small cautious nibble.

Martha swallowed her own small bite from the large dry biscuit, before she continued her line of questioning, "But, how far down is it to this fast lane?"

"Oh, it's right at the bottom, underneath the traffic jam," Milo replied glancing at them, "But not many people can afford four passengers, so it's empty down there. Rumour has it you can reach up to thirty miles per hour."

"Wow," Martha swallowed another small bite of her biscuit, "That's, like, crazy," she remarked with sarcasm.

Sophie smirked with mild amusement, "Completely insane," she agreed with mock seriousness, sarcasm slipping into her tone.

Milo and Cheen laughed rather amused by their companions.

Martha glanced about the car they were in again with a frown, "But, how are you supposed to live inside this thing?" she asked, "It's tiny."

"Oh, we stocked up," Cheen smiled brightly at them as she explained, "Got self-replicating fuel, muscle stimulants for exercise, and then there's a chemical toilet at the back. And all waste products are recycled as food."

Martha and Sophie froze, exchanging looks of horror, before glancing down at the biscuits in their hands, "Ok," Martha grimaced and dumped her biscuit into a bin.

"Right," Sophie muttered lowly grimacing herself as she swiftly followed suit, her stomach churning nauseously.

"Oh, another gap," Milo grinned as he lowered them down to the next level in the traffic jam, "This is brilliant!"

"I don't suppose you've had any luck with the Doctor?" Martha muttered glancing at Sophie as a computerized voice announced.

"Car sign in."

Sophie shook her head, bells chiming lowly as she let out a low sigh, "None," she muttered back and Martha grimaced again, "He's still too far away for me to feel," Sophie paused and glanced at Martha, "I'll keep trying," she assured the other woman quietly and Martha nodded as Milo reached forward grabbing the vocal transmitter.

"Car 4-6-5-diamond-6, on descent to fast lane," Milo spoke into still grinning widely, "Thank you very much."

"Please drive safely."

Martha paused, an idea striking her, one that she couldn't believe hadn't occurred to her before now, "Do you have a phone?" she asked Sophie.

"Yeah," Sophie nodded, "Course," she pulled it out of her pocket showing her the small device from the year 200 000.

Martha blinked at it, for a short moment the model not one she'd ever seen before, but she shook it off, "So, can't you call the Doctor?"

Sophie grimaced, "He doesn't have one," she muttered.

Martha let out an exasperated groan, the man had a space ship that could travel in time and space, but not a bleedin' mobile?

Sophie blinked, "I could try the Tardis, I suppose…" she trailed and Martha turned to her with excitement, "But that'd only work if he's in there."

"There isn't any reception in here," Milo told her, "The motorway is completely enclosed…" he trailed as Sophie fiddled with the holographic keyboard of her phone, Martha blinking at it once more questions burning. Sophie found the contact labelled 'Tardis' and pushed the call button. Milo and Cheen gaping in shock as they heard a faint sound of the phone dialling out.

"That's not possible!" Milo protested.

Sophie shrugged at them, "The Doctor fixed it," she replied glancing at Martha who was grinning with hopeful excitement, "Super phone," she quoted Rose, before sighing and shaking her head as the phone continued to merely ring and ring and ring, "Not in the Tardis," she muttered and lowered the phone from her ear, hanging up.

"I'm sorry," Cheen offered their obviously disappointed companions, "I'm sure you wanna let your friend know that you're ok."

Sophie slipped her phone back into the pocket of her leather jacket, "He'll find us," she stated with certainty and Milo and Cheen exchanged a look, both feeling rather bad for the two women, after all there really wasn't a way for their friend to get to them, even if he did find them as Sophie was so sure that he would.

 ***O*O*O***

The blue tip of the sonic lit up brightly as it whirred, the Doctor aiming it at a computer screen towards the back of Brannigan's and Valarie's car, sitting in a rather cramped space, for his long limbs, in front of it as he hacked into the communications system. He snatched up the vocal transmitter attached to the terminal as the insignia for the New New York Police Department flickered onto the screen, "I need to talk to the police," he spoke urgently into the transmitter.

"Thank you for your call," an electronic voice replied the words being transcribed onto the screen as it spoke, "You have been placed on hold."

The Doctor stared at the screen incredulous, "But you're the police!" he protested into the transmitter.

"Thank you for your call," the electronic voice merely repeated the words once again transcribed onto the screen, "You have been placed on hold."

The Doctor gritted his teeth, dropping the transmitter and turning away from the computer his back hitting against the baby mobile attached to the ceiling of the car behind him as he jumped down from his perch and scrambled back across the bed towards Brannigan and Valarie both of whom were still in their seats at the front of the car, peering at them agitatedly from by the curtain, "Is there anyone else?" he asked urgently, frustrated that the communications computer was linked directly to the police department. A police department that had put him on hold! "I once met the Duke of Manhattan; is there any way of getting through to him?"

"Oh, now, ain't you lordly," Brannigan muttered a bit scornfully with a slight shake of his head as he glanced over at the Doctor.

"I've got to find my friends!" the Doctor retorted sharply, before scrubbing a hand through his hair agitatedly and taking a breath trying to keep calm, "If I could just make a call," he told them, "I could get a hold of Sparks. She's got a phone," a phone that with all the extra modifications he'd done to it when he'd fixed the shorted-out wiring should get reception anywhere!

"You can't make outside calls," Valarie informed him, drawing the Doctor's dark frustrated gaze to her, "The motorway's completely enclosed."

The Doctor sighed, fingers twitching over his legs where they were resting, before he clenched them into fists in agitation, "What about the other cars?"

"Oh, we've got contact with them, yeah," Brannigan replied, "Well, some of them, anyway," he adjusted as the Doctor turned to his eyes back to him, "They've got to be on your friends list," he explained and the Doctor huffed out an irritated breath whilst Brannigan turned back to the monitor in front of him, "Now, let's see, who's nearby?" he muttered as he and Varlie peered at the list of car numbers displayed on it, "Ahh!" he exclaimed brightly as he spied a particular number, "The Cassini sisters!" he tapped the car number bringing up an image of the two elderly women in question and their call number 3-1-7-a-1.

He picked up the transmitter, "Still your hearts, my handsome girls," he spoke into it, "It's Brannigan here."

"Get off the line, Brannigan," an elderly woman replied a beat later, a hint of a smile in her tone as she continued, "You're a pest and a menace."

"Oh, come on, now, sisters," Brannigan grinned into the transmitter, "Is that any way to talk to an old friend?"

"You know full well we're not sisters," the old woman replied and the Doctor had to grit his teeth against an impatient sigh as he leaned forward on the edge of the bed body tense as he placed both of his feet on the floor, "We're married."

"Oooh, stop that modern talk!" Brannigan complained in jest, "I'm an old-fashioned cat. Now, I've got a hitchhiker here," the Doctor stood and came up behind the chairs Brannigan and Valarie were sitting in, "Calls himself the Doctor," and the Time Lord almost snatched the transmitter from Brannigan's hand as he moved to hand it to him.

"Hello, sorry," the Doctor spoke into it quickly not wanting to deal with pleasantries in his urgency, "I'm looking for someone. Two someone's actually, a Sophie Connolly and a Martha Jones. They've been carjacked. They're inside one of these vehicles, but I don't know which one," he admitted with a grimace.

"Wait a minute," a second elderly woman requested and there was a brief pause that had the Doctor shifting impatiently, "Could I ask," the elderly woman's voice came over the transmitter again, "What entrance did they use?"

The Doctor lowered the transmitter slightly as he glanced at Brannigan, "Where were we?" he murmured.

"Pharmacy Town."

The Doctor raised the transmitter again, "Pharmacy Town," he repeated into it, "About twenty minutes ago."

"Let's have a look," he heard the second elderly woman murmured, before the voice of the first carried over the transmitter.

"Just my luck to marry a car-spotter."

"In the last half hour," the second elderly woman began evidently consulting some kind of records as she spoke, "Fifty-three new cars joined from the Pharmacy Town Junction."

The Doctor's eye twitched, mind racing, it wasn't enough to go off of, "Anything more specific?" he requested.

"All in good time," came the calm response from the elderly woman who spotted cars to help pass the time and the Doctor had to bite his tongue to keep from snapping, he didn't have time! He'd wasted heaps as it was stuck in this car and he couldn't help but think that he should have just returned to the Tardis… he could have, no, would have already found his Sparks and Martha by now if he had!

"Were they car-jacked by two people?" the woman asked a short beat later.

"Yes," the Doctor nodded, straightening up slightly with the hope of a possible solid lead, "They were, yeah."

"There we are," the car-spotter called into her transmitter triumphantly, "Just one of those cars was destined for the fast lane. That means they had four on board. And," she continued reading from the page in front of her, "Car number is 4-6-5-diamond-6."

"That's it!" the Doctor exclaimed hope blooming in his chest as he continued, "So how do we find them?"

"Ah," the elderly woman sighed regretfully, "Now, there I'm afraid I can't help."

"Call them on this thing," the Doctor turned to Brannigan, "We've got their number. Diamond-6."

"Not if they're designated fast lane," Brannigan replied meeting the Doctor's darkening gaze, "It's a different class."

"You could try the police," the car-spotter suggested.

"They put me on hold," the Doctor replied flatly.

"You'll have to keep trying," the first elderly woman responded, "There's no one else," she reiterated what Brannigan had already told him.

"Thank you," the Doctor replied frowning heavily in thought, mind racing as he handed the transmitter back to Brannigan who was eyeing his dark expression with concern and more than a little pity for the man's situation.

 ***O*O*O***

"See?" Milo pointed at the blue screen in front of them, indicating the number of the car they were in as they continued to descend through the rows of honking cars slowly moving from level 39 to level 43, "Another ten layers to go," he grinned with excitement as he glanced at them, "We're scorching."

Sophie quirked her brows at him whilst Martha smiled just a bit, the two exchanging a look before a low sound echoed up to them something that was a mix between a creak and a growl. The four in the car stilled.

"What's that?" Martha asked and Sophie swallowed, frowning as the sound came again a memory surfacing of a half-caught vision as she succumbed to sleep. The car had been shaking? Maybe shaking? Dodging…? Dodging what?

She didn't know, she'd only caught a flash before she blacked out… and then all she'd heard was drums… a constant drumming. And the low growling creak didn't sound a thing like drums… the sound came again, definitely not drums.

"It sounds like…" Sophie began trailing as the low ominous sounding creaking growl came again, brow furrowing a bit harder.

"It's coming from underneath," Martha muttered.

Sophie nodded, that hadn't been exactly what she was going to say, but it did sound like it was echoing up to them from somewhere below them.

"It does have noise, doesn't it?" Cheen muttered disquieted and she turned to Milo, "It's like Kate said. The stories, they're true."

"Stories?" Sophie questioned and Milo and Cheen glanced back at her and Martha.

"What stories?" Martha prompted into the brief silence.

"It's the sound of the air vents, that's all," Milo sighed and shook his head with exasperation, before moving onto explain, "The exhaust fumes travel down, so at the base of the tunnel they've got air vents."

"No, but the stories are much better," Cheen turned to Sophie and Martha again whilst Milo, ever the sceptic, chuckled a little derisive and a little fond before he looked away as Cheen continued, "They say people go missing on the motorway. Some cars just vanish, never to be seen again, 'cos there's something living down there, in the smoke. Something huge. And hungry. And if you get lost on the road… it's waiting for you."

The rumbling growling hiss came again this time louder and the four exchanged a look, "I don't think it's just a story," Sophie muttered her gaze going out the window again, peering out at the thick smog poisoning the air from the exhaust fumes of a countless number of cars.

Milo shifted a little uncomfortably in his seat disquieted despite himself, "Nah," he shook it off, "It's just the air vents," he stated firmly and pressed a button on the console, "Going down to the next layer."

Sophie tore her gaze from the window to look at Cheen and Milo, "I think we should go back up," she told them urgently.

Milo rolled his eyes as he glanced back at her, "Look, it's just the air vents. And that's all! There's nothing living down there. And we're going down," he stated firmly, "We're almost to the fast lane now."

"Except," Martha cut in her own gaze on the thick smog before she turned her eyes to Milo and Cheen, "Look out there," she gestured out the window, "Does it look like the air vents are working?"

Cheen looked out the window, brow furrowing, anxiety curling in her gut all of a sudden, a hand resting protectively on her belly, "No," she admitted as the growling got louder still followed by crashing.

"So, what's that, then?" Martha demanded.

"Nothing friendly," Sophie murmured and Martha, Cheen and Milo glanced at her all three rather disquieted by the absolute belief on her face.

Milo shook his head, "Nah," he smiled reassuringly at his wife, "Kid stuff," and Sophie let out a sigh and tugged at the ends of her hair.

"It's not," Sophie tried again, "It's really not…"

Milo sighed, "Just our luck to pick up a crazy," he groused and Sophie flinched even as Cheen smacked at him again and Martha glowered at him.

Milo grimaced rubbing at his arm before glancing back at Sophie, "It's just a myth an urban legend," he attempted to assure her.

"There's always some truth to myths and legends," Sophie muttered, fingers tangling about the ends of her hair as she tugged the ends a little harder, straining her mental reach rather hard now in an attempt to try and find the Doctor.

Milo shook his head again and grabbed up the vocal transmitter, "Car 4-6-5-diamond-6," he spoke into it, "On descent."

 ***O*O*O***

"We've got to go to the fast lane," the Doctor stated and Brannigan turned to him, eyes wide with alarm, "Take me down," the Time Lord demanded.

"Not in a million years," Brannigan shot him down without hesitation, shaking his head adamantly, there was no way. None! "We don't even have enough adult passengers," he muttered to excuse his denial, hoping that that would be the end of it.

"Lie to them," the Doctor persisted urgently, unwilling to give up, he needed to find Sparks, and Martha. He had too, "Tell them you've got four adults!"

"No, absolutely not," Brannigan declared flatly, body tense with agitation, whilst Valarie shifted uncomfortably in her chair.

The Doctor leaned in closer to the man, his eyes wide with growing desperation, "I need to find my friends!"

"I'm still not going," Brannigan muttered, shifting a little uncomfortably in his chair, but otherwise unmoved from his decision. He'd said never in a million years and he meant it. He had Valarie and the kids to consider.

"They're alone with two people that kidnapped them at gunpoint. Neither of them belong on this planet, and it's all my fault," the Doctor pleaded, staring Brannigan directly in the eye as he begged the man, "I'm asking you Brannigan, take me down."

Brannigan gaze broke from the Doctor's as he glanced away unable to keep his gaze as guilt clawed at his insides.

"That's a no," Valarie cut in decisively, "And that's final," she insisted as the Doctor's head swivelled desperate eyes locking on her, "I'm not risking the children down there."

"Why not?" the Doctor asked frowning as he eyed the two of them, his hearts sinking, constricting in his chest once more with the growing realisation that he was missing something, "What's the risk?" he demanded, "What happens down there?"

"We're not discussing it!" Valarie shot him down sharply, shifting in her seat with agitation, before continuing slightly calmer but her voice still tight, stern, brooking no further arguments, "The conversation is closed."

"So, we keep on driving," the Doctor stated derisively, leaning his arms heavily against the backs of their chairs, his hands clenching into fists once more.

"Yes," Brannigan nodded, "We do."

"For how long?" the Doctor demanded impatiently, his dark eyes narrowing into a glare as Brannigan turned his head to meet his gaze flatly.

"Till the journey's end," he replied and then blinked in surprise as the Doctor's arm shot past him, hand snatching up the transmitter again in a swift agitated movement.

"Mrs. Cassini," the Time Lord called into it, "This is the Doctor. Tell me, how long have you been driving on the motorway?"

"Oh, we were amongst the first," the first elderly voice replied, sounding almost nostalgic, "It's been 23 years now."

"And in all that time," the Doctor's continued his brow furrowed in thought, "Have you ever seen a police car?"

Valarie and Brannigan glanced at each other disquieted at the question already knowing the answer as a brief silence crackled over the line before the second elderly voice replied with uncertainty, "I'm not sure."

"Look at your notes," the Doctor persisted as Valarie and Brannigan squirmed uncomfortably in their seats, staring up at him, "Any police?"

Another beat of uncomfortable silence before the car-spotter responded with reluctance, "Not as such."

"Or an ambulance?" the Doctor asked, brows arching upwards as he continued, "Rescue service? Anything official? Ever?"

"I can't keep a note of everything," the car-spotter retorted, her voice rising with agitation as she slammed her book shut.

"What if there's no one out there?" the Doctor wondered aloud, his eyes focusing on Brannigan almost surprised as the man abruptly snatched the transmitter out of his hand with agitation, ending the call.

"Stop it," he demanded sharply, staring at the Doctor accusingly, "The Cassinis were doing you a favour."

"Someone's got to ask," the Doctor rebutted, meeting Brannigan's accusing eyes, seeing the fear that lay beyond that, "Cos you might not talk about it, but it's there. In your eyes. What if the traffic jam never stops?"

"There's a whole city above us," Brannigan refuted, "The mighty city state of New New York. They wouldn't just leave us."

"In that case, where are they?" the Doctor questioned and got silence, "Hmm?" he insisted, his tone and expression mockingly thoughtful, before his expression darkened as he continued, "What if there's no help coming, not ever? What if there's nothing? Just the motorway, with the cars going round and round and round and round, never stopping. Forever."

"Shut up!" Valarie cried with fearful desperation, "Just shut up!"

The screen in front of them suddenly blared to life, the news report starting to broadcast as the smiling cheerful blond woman appeared on the monitor, "This is Sally Calypso, and it's that time again. The sun is blazing high in the sky over the New Atlantic, the perfect setting for the daily contemplation…"

"You think you know us so well, Doctor," Brannigan murmured, "But we're not abandoned. Not while we have each other," and Valarie smiled at her husband, loving him all the more in that moment as she started to calm.

"This is for all of you out there on the roads," Sally continued, finishing up her report, "We're so sorry. Drive safe."

Sally disappeared from view as music started, a choir singing, "On a hill, far away, stood an old, rugged cross," Valarie and Brannigan's voices joined those of the choir, "The emblem of suffering and shame," the Doctor remained silent, brow furrowed as he peered through the window out at the smog and cars once more.

Tears began to pool in Valarie's eyes as she and Brannigan continued to sing, the song helping to uplift their hearts.

Whilst above, below and around them those in the other cars including Milo and Cheen started to sing the hymn, "And I love that old cross, where the dearest and best for a world of lost sinners was slain. So, I'll cherish the old rugged cross, till my trophies at last I lay down. I will cling to the old rugged cross, and exchange it some day for a crown."

 ***O*O*O***

Sophie raised her bowed head as the last words of the hymn faded and spied Martha discreetly wiping at her eyes and delved into one of her jacket pockets, pulling out a small travel packet of tissues.

"Thanks," Martha mumbled as she pulled one free of the packet. Sophie nodded and slipped the packet back into the pocket she'd pulled it from just as the computerised voice came from the monitor once more.

"Fast lane access. Please drive safely."

"We made it," Milo grinned happily, one of his hands moving to press a button on the console, "The fast lane," and Cheen grinned breathless with excitement.

"I really don't think we should go down," Sophie couldn't help but try again, her gloved hands twisting together in front of her.

"Well, then it's a good thing you're not driving," Milo rolled his eyes heavily as he released the break and guided them out from the last layer of cars and they descended into the thick smog below the massive traffic jam.

 ***O*O*O***

"If you won't take me, I'll go down on my own," the Doctor muttered and turned, scrambling towards the middle of the car, yanking his sonic screwdriver out of his pocket whilst Brannigan and Valarie turned in their seat, staring at him in alarm as the Time Lord inspected the floor of the car, hand tracing over a trapdoor.

"What do you think you're doing?" Brannigan demanded.

"Finding my own way," the Doctor replied as he aimed his sonic screwdriver at the floor, the device whirring to life, "I usually do."

"Capsule open," an electronic voice announced and Brannigan and Valarie looked on horrified as the trapdoor slid open.

The Doctor peered down at the cars through the smog. One car came to a stop below the open hole in the floor, "Here we go," he muttered and shrugged off his coat, "Look after this," he threw it to the stunned and horrified Valarie, "I love that coat. Janis Joplin gave me that coat."

"But you can't jump!" Valarie protested, clutching the Doctor's beloved coat tightly in her hands as she stared at him with continued alarm.

"If it's any consolation, Valarie," the Doctor glanced down at the traffic below again, "Right now, I'm having kittens."

"This Sophie and Martha," Brannigan mused as he eyed the Doctor, "They must mean an awful lot to you."

"Martha. Hardly know her," the Doctor replied, "I was too busy showing off. And I lied to her. Couldn't help it just lied. As for Sophie," he swallowed heavily, hearts aching in his chest, "She's the spark of my life," he murmured, before looking back up at Valarie and Brannigan, "Bye then!" he called before he dropped through the hole.

"He's completely insane!" Valarie exclaimed as Brannigan hurried over to the open hole in the floor and peered down it to see that the Doctor had landed on the roof of a car that had pulled up to a stop below their own.

"That, and a bit magnificent!" Brannigan declared as he watched the Doctor move over to the roof hatch of the car below them and use his strange device to get it open, before he dropped down into the car and out of sight.

 ***O*O*O***

The Doctor dropped into the car, landing on his feet. A man with very pale skin and wearing a white suit turned as an electronic voice announced a bit belatedly.

"Capsule open."

"Who the hell are you?" the man demanded.

"Sorry, Motorway Foot Patrol," the Doctor made up on the spot, thinking quickly, "I'm doing a survey. How are you enjoying your motorway?" he asked as he turned to the floor of the car, crouching down to it, sonic whirring as he pointed it at the hatch in the floor.

"Well, not very much," the man replied, eyeing the Doctor, "Junction Five's been closed for three years," he complained.

"Thank you," the Doctor glanced back up at him with a nod as the floor hatch slid open, "Your comments have been noted. Have a nice day!" he called before he lowered himself down the floor hatch, gripping tightly to the edge, hanging there for a moment as he waited for a car to stop beneath him, coughing on the fumes. He let go as a car pulled up underneath his dangling form and landed on the roof with a thud.

He coughed as he soniced open the roof hatch and dropped down inside it, "Capsule open," the electronic voice announced and two young Asian women glanced back at him startled at his sudden appearance.

"Thank you for your cooperation," the Doctor said as he glanced up at them whilst buzzed his sonic at the floor hatch of their car, "Your comments have been noted," his gaze caught on a small blue headscarf, "Do you mind if I borrow this?" he asked, snatching it up as he spoke not waiting for an answer as he swiftly tied it around his head, using it as a makeshift protective mask, "Not my colour, but thank you very much," he called to the two still visibly startled women who blinked as he leapt through the hole in the floor, before they glanced at each other completely bemused by what had happened.

"Capsule open," the computerised voice called as the Doctor dropped down into the next car, and two very naked drivers turned to look at him with wide startled eyes.

"Oh!" the Doctor blinked and then continued on cheerily, "Don't mind me," he called to them as he bent down to the floor swiftly getting the floor hatch open and dropping down onto the roof of next car.

"Capsule open," the standardised electronic voice called again as the Doctor buzzed open the roof hatch and dropped down into a car that was backlit by red lights, and decorated with red painted walls and seat coverings and an equally red man turned in shock to stare with alarm at the Time Lord.

The Doctor merely gave him a small salute in greeting, before he crouched to the floor. Buzzing the hatch open with his sonic and jumping for the next car, scrambling for the next hatch. The intense exhaust fumes stinging his eyes and the cloth headscarf he'd tied around his head as a mask only doing so much…

 ***O*O*O***

Milo, Sophie, Martha and Cheen peered at the monitor that was displaying the 'Brooklyn Junction' at the top of a sidebar.

"Try again," Cheen urged and Milo reached out a hand and tapped the screen over the 'Exit 1' that was displayed at the top of a list of exits for the junction at the bottom of the sidebar, there was a bleep as a red message popped up beside 'Exit 1' in response 'Junction Closed', whilst the electronic voice of the computer announced.

"Brooklyn Turnoff One, closed."

"Try the next one," Cheen insisted, desperation entering her tone. Milo did, only for the same thing to happen as the computer bleeped in the negative.

"Brooklyn Turnoff Two, closed."

Cheen moaned with anguish, before she turned to Milo again, her eyes wide with her growing desperation, "What do we do?"

"Go back up," Sophie suggested, hoping that they would agree this time, her gloved fingers still twisting together in front of her anxiously.

Milo glanced at her, before taking a breath and turning back to face the front, "We'll keep going round," he decided and Sophie let out a low groan that went ignored as Milo continued, "We'll do a loop, and by the time we come back round, they'll be open."

The rumbling growl sounded again, this time louder and the four glanced around with wide eyes, Sophie and Martha gripping the backs of Milo and Cheen's chairs as the whole car shook with the sound this time.

"You're still calling that air vents?" Martha demanded, her voice pitched higher with fear and rising panic.

"What else could it be?" Milo asked in return, swallowing heavily against his own fear trying to tell himself that he was being stupid.

Cheen took a shaky breath, trying to remain calm only for the loud ominous rumbling growl to come again, "What the hell is that?!" she cried.

"Something not the air vents," Sophie murmured lowly in response, teeth sinking into her lower lip as she peered out the window again.

"It's just," Milo swallowed again, "The hydraulics," he excused, not wanting to believe that it could be anything else.

"Is it nice?" Sophie asked, irritation edging into her tone as she crossed her arms over her chest, eyeing him.

"Is what nice?" Milo asked, frowning at her in question.

"Living on the planet Denial?" Sophie huffed, before stating quite seriously as Milo scowled at her mildly affronted at the accusation, "It's not the 'hydraulics'!"

"It sounds like its alive," Martha murmured disquietedly, agreeing with Sophie, it definitely wasn't the hydraulics. And she didn't think Milo and Cheen really believed that either, even if they really, really wanted too.

"It's all the exhaust fumes out there," Milo muttered, nodding out the window at the smog, "Nothing could breathe in that."

"I wouldn't be so sure about that," Sophie murmured, her gaze going out the window again, with all the alien races she'd seen, there had to be one, perhaps more than one that would thrive in such conditions. The Autons she recalled, had been attracted to all the smoke, toxins and dioxins back on classic Earth.

Before anyone could reply, the electronic voice of the computer drew the four's attention as it announced out of the blue, "Calling Car 4-6-5-diamond-6. Repeat, calling Car 4-6-5-diamond-6."

Milo frowning in confusion reached for the vocal transmitter, "This is Car 4-6-5-diamond-6," he spoke into it, "Who's that? Where are you?"

"I'm in the fast lane," a female voice replied, her voice sharp with fear as she answered his questions, "About fifty yards behind. Can you get back up?" the woman asked, "Can you get off the fast lane?"

"We only have permission to go down," Milo replied, "We… we need the Brooklyn Flyover," he explained.

"It's closed," the woman replied with growing urgency, "Go back up."

"We can't," Milo replied resolutely, "We'll just go round," he tried to explain only for the woman to cut him off.

"Don't you understand?!" she exclaimed urgently, "They're closed! They're always closed," and Cheen clapped her hands over her mouth in rising distress, muffled frightened little gasps escaping her as the woman continued, "We're stuck down here. And there's something else. Out there, in the fog. Can't you hear it?"

"That'd be a yep," Sophie muttered as another loud shrill roar came from outside the car, "Milo," she turned to him, "Please…"

"That's the air vents," Milo stated once again, though his voice came out shaky and less certain now, fear truly creeping in.

"Jehovah!" the woman on the line snapped, "What are you, some stupid kid?" she huffed with agitation, "Get out of there!"

There was the sound of a crash on the other end of the line followed by terrified screams, "What was that?" Milo called into the vocal transmitter.

"I can't move!" the woman shouted, "They've got us!"

"But what's happening?" Milo asked a second before Martha snatched the vocal transmitter from his grasp.

"What's got you?" Martha asked urgently, "What is it?" there was an unintelligible shout on the other end.

Sophie grabbed the transmitter, "Can you get free? Hello!" she called into it, frowning heavily with concern, glancing at Martha, the two exchanging concerned looks as more crashing sounds came from the other end of the line, "Ma'am…?"

"Just drive, you idiots!" the woman's voice came again, shouting frantic, her line crackling as whatever had her in its clutches tore her car apart the three younger girls she was with screaming in the background, "Get out of here!"

"Oh… just bugger," Sophie breathed, swallowing heavily as the line went dead and Milo snatched the transmitter out of her lax grip.

"Can you hear me?" he called into the transmitter, "Hello?"

"Just drive!" Martha shouted and Milo glanced up at her as she continued, "Do what she said. Get us out of here!"

"But where?" Mio asked, his eyes wide with panic and fear not just for himself but for his wife and unborn child.

"Up!" Sophie insisted urgently, "Up like she said!"

Milo shook his head frantic, "Can't. Honestly," he added, his hands flailing wildly in an effort to show how serious he was, "Can't."

"Just straight ahead, then!" Martha interjected, just wanting them to get moving.

"Anywhere, but further down!" Sophie added, her throat feeling tight and her hands now tightly gripping the back of Milo's chair.

"And fast!" Martha urged.

"What is it?" Cheen sobbed as Milo moved, hitting the accelerator, the car engines roaring as it took off down the fast lane, "What's out there? What is it?"

 ***O*O*O***

A man in a black pinstripe suit and bowler hat, sat in the driver's seat of his car, leaning heavily against the wheel as he stared out into the gridlocked traffic, bored. Whilst above him, the Doctor landed on the roof of his car, coughing heavily on the fumes despite the headscarf he'd tied about his face. He scrambled over to the roof hatch and ran his sonic along it, the slender device whirring. The hatch slid open and the Doctor swiftly jumped down into the car as the electronic voice of the computer announced, "Capsule open."

And the man bolted upright and turned, his wide startled gaze landing on the Doctor, "'Scuse me, is that legal?"

"Sorry," the Doctor gasped, his voice raspy as he pulled the headscarf from around his head, the material now more a hinderance to his breathing than a help, "Motorway Foot Patrol," he dissolved into a heavy coughing fit, "Whatever," he gave up on trying to finish his spiel, he'd said the important bit anyway, "Have you got any water?"

"Certainly," the man replied, reaching over to his water cooler, "Never let it be said I've lost my manners," he murmured as he filled a little cone and handed it to the Doctor.

The Doctor, who drained it in a single gulp, before he peered out the window, squinting at the smog and car ahead, "Is this the last layer?"

"Ah, we're right at the bottom," the man replied with a nod as the Doctor tossed the empty cone in the bin, "Nothing below us but the fast lane."

"Can we drive down?" the Doctor asked.

"There's only two of us," came the immediate response and the Doctor all but rolled his eyes in exasperation, "You need four to go down."

"Couldn't we just cheat?" the Doctor asked, his tone almost pleading in its tenor, as he eyed the man.

"Well, I'd love to, but it's an automated system," the man replied, "The wheel would lock," he explained as he gestured to it.

The Doctor nodded, "Then excuse me," he muttered as he turned and moved to the middle of the car crouching down to the hatch, aiming his sonic at it, slender device already whirring to get it open.

"You can't jump," the man protested as he watched the Doctor with alarm, "It's a thousand feet down!"

"No, I just want to look," the Doctor replied as he crouched down over the open hatch, staring down at the thick smog that was dotted with tiny lights, his brow furrowed and hearts aching, he still couldn't feel Sparks. There was still too much distance between them, at least he hoped that was the case, the alternative was… he swallowed heavily, and then stilled as a distant screeching roar echoed up to them. His furrowed brow deepened as he felt a chill run through him, "What's that noise?"

"I-I try not to think about it," the man admitted with a heavy swallow as he looked towards the open hole in the floor of his car.

"What are those lights," the Doctor muttered squinting, trying to see past the thick smog, "What's down there?" he coughed again, before waving a hand in front of his face trying to disperse the toxic exhaust fumes that were wafting up to him, "I just need to see," he muttered and jumped back up to his feet. He ran to the front of the car and pointed his sonic screwdriver at it, his mind racing, "There must be some sort of ventilation," he muttered, speaking quickly, manically, as he depressed a button on the sonic making it whir to life, whilst the man stared at him bemused, no longer sure what to make of him, "If I could just transmit a pulse through this thing, maybe I could trip the system, give us a bit of a breeze."

 ***O*O*O***

Brannigan and Valarie sat in silence as they stared blankly out at the gridlocked traffic, when suddenly there was a loud creak, followed by sparks flying from the roof, "Just what we need," Brannigan exclaimed, "Pirates!"

"I'm calling the police!" Valarie cried as she reached for the vocal transmitter, the roof hatch falling to the floor with a loud clatter, before a cat wearing a wimple poked her head through the hole she'd created staring at them as they stared back in shock.

"The Doctor," Novice Hame hissed a bit breathless from her exertion, her gun firmly held in her hands aimed at Brannigan and Valarie, "Where is he?" she demanded and the two blinked at her again, their mouths hanging open in continued shock.

 ***O*O*O***

The sonic screwdriver was whirring away once more as the Doctor messed with the wiring of the console at the front of the car, the man in the black pinstripe suit and bowler hat, leaning forward in his seat so that he could peer over the Doctor's shoulder at the wires he was messing with. One of the wires snapped in the Doctor's fingers, "That's it!" he crowed, leaping to his feet, "Might shift the fumes a bit," he explained as he darted back over to the hole in the floor, the man following him over, "Give us a good look."

"What are those shapes?" the man asked squinting a bit as he peered at the shadowy shapes that were coming into view as the smog started to disperse as a breeze started to circulate.

"They're alive the Doctor murmured as he saw the shapes shift about, before the smog cleared further revealing huge snapping claws and the Time Lord's eyes widened in alarm recognising the large alien race of crustaceans almost immediately, giant claws still snapping up at them threateningly.

"What the hell are they?" the man questioned with alarm as he stared down at the giant crabs with wide eyes.

"Macra," the Doctor breathed, horrified, jaw clenching, Sparks and Martha were down there somewhere!

 ***O*O*O***

Sophie and Martha gripped tightly onto the backs of Milo and Cheen's seats as they were jolted about as massive claws snapped at them, colliding with the sides of the car as Milo tried his best to weave through the sea of giant claws, "Go faster!" Cheen screamed, terrified.

"I'm at top speed!" Milo shouted back, before pressing a few buttons on the console, desperately hoping…

"No access above," the computerised voice announced as a 'Proximity Warning' flashed onto the monitor at the front of the car.

Milo snatched up the transmitter, sweat beading heavily on his brow, "But this is an emergency!" he shouted into it.

"Thank you for your call," came the all too calm automated voice of a recording, "You have been placed on hold."

"How are they even seeing us?!" Sophie exclaimed as the car was jolted once again as it was clipped by one of the snapping, swiping claws again as they zoomed along as fast as the car was physically capable.

"See us?" Martha muttered, her brow furrowing thoughtfully, before she turned to Milo, "Turn everything off."

"You've got to be joking," Milo exclaimed with alarm.

"No, listen," Martha insisted urgently, "Sophie's got a point," and Sophie blinked at her, she had? "It's all fog out there," Martha nodded out the window as she continued, "So how can they see us? Maybe it's the engines, the sound, or the heat," she suggested, "I don't know. Turn everything off. They might not be able to find us."

Sophie nodded, bells chiming, her eyes going out the window again at the fog that had momentarily thinned for some reason earlier but was now just as condensed as it had been when they'd first come down, "Sounds like a solid theory."

"What if you're wrong?" Milo asked frantic with worry. If she was wrong they were as good as dead, all four of them.

"It can't be worse than this!" Martha shot back, rather anxious about being wrong herself, "Just do it!"

"And quickly!" Sophie urged and Milo moved, swallowing thickly as he went for it, his hands moving quickly over the console flicking switches at the top of the car and on the console, hands trembling minutely.

The car stopped and went dark and the four were silent waiting with baited breath as the things outside the car went silent, the massive claws that had been swiping and snapping at them aggressively, stilling.

"They stopped," Cheen breathed with relief as another moment past and the stillness from outside continued.

"Yeah," Milo agreed, swallowing again, eyeing the smog that was hiding the creatures from view once more nervously, "But they're still out there."

Cheen who'd fallen back against the back of her seat turned to Martha, eyeing her curiously, "How did you think of that?"

"I saw it on a film," Martha shrugged, "They used to do it in submarines," she frowned glancing out the windows again nervously, "The trouble is," she sighed as she admitted, "I can't remember what they did next."

"Waited for the enemy to pass them by," Sophie murmured, and then blinked glancing at the three she was with a little sheepishly, "That's if we're thinking of the same film, there's a few on submarines," she rambled.

"Right," Martha sighed with a nod, "Not really helpful in this situation, those things don't seem to be just passing through."

"No," Sophie agreed with a disquieted frown, eyes going back to the windows, squinting out at the fog, "There's a whole colony of 'em just living down here."

A short nervous silence followed, before Milo sighed and glanced back at them, "Well, you two had better think of something, because we've lost the aircon," he murmured drawing their attention, Sophie twitching and then paling as he continued, "If we don't switch the engines back on, we won't be able to breathe."

"Oh, that just brilliant," Sophie muttered with a grimace, her hands tightening about the back of the chair once more.

"How long have we got?" Martha asked.

"Eight minutes, maximum," Milo replied.

Sophie nodded as she bit back a groan, could this bleedin' day get any worse? "Ok…" she swallowed, "Eight minutes," and oh boy, didn't that just sound dreadfully familiar… she swallowed heavily and took a steadying breath. They had eight minutes to think of something, and that was plenty of time really.

 ***O*O*O***

"The Macra used to be the scourge of this galaxy," the Doctor explained as he and the car's owner continued to peer down at the foggy depths through the open hatch in the floor, "Gas. They fed off gas, the filthier the better. They built up a small empire using humans as slaves and mining gas for food."

The man squinted down at the murky view of swaying giant claws that could still be made out, before glancing at the Doctor, eyeing him a bit sceptically, "They don't exactly look like empire builders to me."

"Well, that was billions of years ago," the Doctor muttered, "Billions. They must've devolved down the years. Now they're just beasts," he swallowed, hearts aching in his chest, "But they're still hungry and my friends are down there."

There was a sudden clang on the roof and the two looked up in response, "Oh, it's like New Times Square in here," the man muttered as a pair of feet dangled down from the open roof hatch, "For goodness's sake!"

"I've invented a sport!" the Doctor remarked as the figure dropped into the car with them.

"Doctor," Novice Hame greeted as she straightened up, breathing a little hard, "You're a hard man to find."

"No guns," the man interjected, his eyes fixed on the large gun in the cat's hand, nuns wimple or not, he pointed at it, "I'm not having guns!"

Novice Hame smiled, "I only brought this in case of pirates," she assured and the man tutted a bit distrustfully, "Doctor," she turned back to the Time Lord her smile fading, "You've got to come with me."

The Doctor eyed her, brow arching, "Do I know you?"

"You haven't aged at all," Hame replied, before ducking her head a little as she continued, "Time has been less kind to me."

The Doctor eyes widened in recognition, "Novice Hame!" he exclaimed delighted and pulled her into a hug, before quickly pulling back, pushing her away from him again his brow furrowed, "No, hold on, get off. Last time we met, you were breeding humans for experimentation," he accused and the car's owner eyes widened in alarm.

"I've sought forgiveness, Doctor," Novice Hame murmured with sincerity, her eyes saddened for her past crimes and complacency, "For so many years under his guidance. And if you come with me, I might finally be able to redeem myself."

The Doctor shook his head, "I'm not going anywhere," he stated flatly, "You've got Macra living underneath this city. Macra! And if my friends are still alive," God how he hoped they were still alive as his hearts ached once again, he couldn't lose Sophie, he couldn't! "They're both stuck down there."

"You've got to come with me, right now!" Novice Hame insisted with urgency.

"No, no, no, no!" the Doctor shook his head equally adamant that he was staying, "I need to rewire this car, override a bit more of the system and take us down," the man's eyes widened with a bit of alarm, down? As in down with those vicious hungry Macra? Oh, bollocks it just had to be his car, didn't it? "Find Sparks and Martha…" he started moving for the console at the front of the car again, one of his hands dipping into his pocket for his sonic screwdriver once more only for Novice Hame to grip his wrist.

"I'm sorry, Doctor," she cut him off as his head turned to look at her, brow furrowed into an impatient scowl as he eyed her, "But the situation is even worse than you can imagine," and the Doctor's eyes widened as she reached for a green gemmed bracelet on her own wrist, touching it, "Transport," she ordered.

"Don't you dare!" the Doctor growled heart hammering in his chest, "Don't you dare!" he snarled only for the teleportation device to activate and they were beamed away with a haze of white light, leaving the man to blink at the spot the two had just been unsure whether he should feel relieved or disappointed that the excitement seemed to be over…

 ***O*O*O***

"Oh," the Doctor groaned as he started to pick himself up off the floor of the large dusty, junk strewn about everywhere, room that he and Novice Hame had landed in, "Rough teleport. Ow," he groused before turning to Hame with a glower, "You can go straight back down and teleport people out, starting with Sophie and Martha."

"I only had the power for one trip," Novice Hame shook her head.

"Then get some more!" the Doctor demanded sharply, glowering darkly at the nun, he'd been so close to finally reaching Sophie and Martha, to getting them both back, "Where are we?"

"High above," Hame replied, "In the over-city."

"Good!" the Doctor snapped, "'Cos you can tell the Senate of New New York I'd like a word. They've got thousands of people trapped in the motorway. Millions!"

"But you're inside the Senate, right now," and the Doctor paused, as Hame continued, "May the Goddess Santori bless them," she touched her bracelet again and the lights flickered on, revealing the large dust unkept chamber for what it was. The Doctor's eyes widening, the last of the anger vanishing from his face as shock and horror took over as he took in the sight of the skeletal remains of the Senate as they sat in their seats, rows upon rows of them, "They died, Doctor," Hame continued regretfully, "The city died."

The Doctor swallowed as he continued to stare at the remains of the Senate, "How long's it been like this?"

"Twenty-four years," Hame murmured softly, before following the Doctor quietly as he moved towards one of the skeletons lying on the ground a short distance away.

The Doctor frowned disturbed as he knelt down by it, eyeing it disquietedly, "All of them? Everyone?" he glanced back up at Hame, "What happened?"

"A new chemical," Hame murmured, "A new mood. They called it Bliss," she explained and knelt down beside the Doctor, hand reaching for the patch that was still on the skeletons neck, picking it off, with a sad sigh as she stared at the name stamped across it 'Bliss', "Everyone tried it. They couldn't stop," she continued softly and the Doctor tensed as she continued, hearts racing with fear for Sophie and Martha, "A virus mutated inside the compound and became airborne. Everything perished. Even the virus, in the end," she paused and the Doctor glanced up at her as she continued, turning her gaze to him again, letting the patch fall from between her claws to the dirty floor, "It killed the world in seven minutes flat. There was just enough time to close down the walkways and the flyovers, sealing off the under-city," and he felt some of the tension leave his form, Sophie and Martha were both safe, from the virus at the very least, "Those people on the motorway aren't lost, Doctor. They were saved."

The Doctor stood, his lips pursed as his mind raced, "So, the whole thing down there is running on automatic?"

"There's not enough power to get them out," Hame sighed sadly, "We did all we could to stop the system from choking."

"Who's 'we'?" the Doctor asked turning to her, brow arching in question as he eyed her, "How did you survive?"

Novice Hame visibly brightened, "He protected me," she murmured, "And he has waited for you, these long years."

' _Doctor,'_ a low grumbling voice that the Doctor recognised called telepathically.

The Time Lord's eyes widened and he spun on his heel and dashed around a corner, his eyes landing on a large tank with a familiar face inside of it, peering at him with ancient eyes, "Face of Boe!" he exclaimed, dashing over to him.

' _I knew you would come,'_ Boe told him as the Time Lord knelt in front of his tank.

"Back in the old days, I was made his nurse as penance for my sin," Novice Hame explained as she walked up behind the Doctor.

"Old friend, what happened to you?" The Doctor breathed with concern as he took in Boe's deteriorated state.

' _Failing,'_ came the tired response.

"He protected me from the virus by shrouding me in his smoke," Hame murmured, her voice once again sad as she eyed Boe, the Doctor tearing his eyes from Boe to look at her, "But with no one to maintain it, the City's power died. The under-city would have fallen into the sea."

"So," the Doctor turned back to Boe as he continued in a low murmur, "He saved them."

"The Face of Boe wired himself into the mainframe," Hame explained, "He's giving his life force just to keep things running."

"But," the Doctor frowned as he glanced back at Hame again, "There are planets out there. You could have called for help."

Hame shook her head, "The last act of the Senate was to declare New Earth unsafe. The automatic quarantine lasts for one hundred years."

"So, the two of you stayed here," the Doctor murmured, slowly getting to his feet again, "On your own for all these years."

"We had no choice," Hame replied.

"Yes," the Doctor smiled and reached out a hand, and gently touched her shoulder, the cat lifting her gaze to him once more, "You did."

' _Save them, Doctor,'_ Boe rasped tiredly, staring up at him from wary eyes as he pleaded with the Time Lord, _'Save them.'_

 ***O*O*O***

"How much air's left?" Cheen asked breaking the heavy silence that had fallen over them, the air getting thin.

"Two minutes," Milo replied and Sophie tugged at the ends of her hair, teeth sinking into her lower lip.

"There's always the Doctor," Martha murmured, "That friend of ours," her eyes going to Sophie, "He might think of something."

"He always does," Sophie murmured with a nod, bells chiming softly as a small smile touched her lips.

Milo glanced back at them and shook his head, "No one's coming."

"He's coming," Sophie murmured with certainty.

"I thought you said that you still couldn't feel him," Cheen murmured whilst Milo couldn't help but roll his eyes, but otherwise kept silent, highly aware of how little air they had, how little time… and he didn't want to waste any of it arguing.

"I still can't," Sophie sighed, wishing that she could as she turned her eyes to Cheen, "But I know him, and he doesn't give up. Not ever."

"He seems kind of nice," Cheen murmured as she peered up at Sophie from her seat.

"He's a bit more than that," Martha murmured and felt herself smile as her heavy heart didn't flutter. Cheen glanced at her, before her eyes returned to Sophie as she murmured softly.

"He's brilliant" Sophie smiled fondly, her blue eyes sparkling in the dark motionless car, "Marvellous really."

Cheen eyed her curiously, "Are you and him…?"

Sophie felt herself flush, fingers tugging at the ends of her hair again, fingers tangled in the thick curly locks, "Am I that obvious?" she wondered, before nodding her blush deepening slightly as she murmured softly, "Yeah, yeah. We are," she sighed and looked down a bit despondently, "Though, I didn't tell him…"

"Tell him what?" Martha asked, a brow arching quizzically as she eyed the woman standing beside her.

"That I love him," Sophie murmured and Martha blinked surprised because it was obvious to her when she looked at them together that they loved each other, "I mean, he knows," Sophie rambled, her cheeks still feeling rather hot as she glanced over at Martha, "I just…" she let out a sigh, "I botched it."

"At least he knows," Martha murmured and Sophie nodded, before glancing away, her gaze going to the thick smog out the window, "I don't even know if you guys like me half the time," Martha muttered.

Sophie stared at her, her eyes wide with surprise, before her eyes saddened and guilt churned in her stomach for having unintentionally given Martha such an impression, "I do," she murmured seriously, "And the Doctor. He wouldn't have invited you onto the Tardis at all if he didn't think you were brilliant," she offered Martha a reassuring smile, the best one that she could muster with the thinning air in the car, "He only takes the best."

Martha smiled back, but she couldn't help the small niggle of doubt. After all, the Doctor was planning to take her home after this. The Time Lord had made sure to make that fact impossibly, even hurtfully, clear on more than one occasion since she'd stepped inside the wonderous blue police box.

"I never even asked," Cheen broke the ensuing silence again as she eyed the two, drawing their attention back to her, "Where's home?"

"It's a long way away," Martha murmured, her eyes going to the window.

"A very long way away," Sophie agreed.

Martha shook her head, "I didn't really think," she sighed and glanced at Sophie again, "I just followed you and the Doctor," tears starting to prick at the backs of her ears as her thoughts went to her parents, her family, her mad family that she loved with all her heart, "And they don't even know where I am. My mum and dad," she took a small shaky breath as she blinked them back, "If I died here, they'd never know."

Sophie reached up and placed a hand a gently on Martha's shoulder, "You're not gonna die here," she murmured firmly as Martha turned her head to look at her, "None of us are, not today. You're going to make it home and see your mum and dad again," she turned her head to look at Cheen and Milo, "And you two are gonna get to be parents, idiotic happy parents of a little boy," she swallowed thickly, her mouth feeling dry and her head starting to pound from the increasingly thin air, "And I'm gonna be able to tell the Doctor that I love him, _without_ botching it with a nervous ramble," she added and that got a bit of an anxious chuckle from Milo, Cheen and Martha.

Milo glanced back at them once more, "So, um, who is he, then, this Doctor?"

Martha shook her head, "I don't know. Well, not really," she murmured, "There's so much he never says."

"That's just part of who he is," Sophie murmured with a nod, "He's the most amazing man you could ever hope to meet. And I promise, he's working on a way to find us, save us, right now. We've just got to stay alive long enough for him to work out how to do it."

"It sounds like you've got a lot of faith in him," Cheen murmured, her hands cupping her belly protectively, smoothing around the barely perceptible bump.

"I do," Sophie agreed, "You haven't seen the things that he can do. The things that he has done. Creatures living in gas with snappy claws, that'll be," she clicked her fingers, "To him."

"I hope you're right," Milo murmured as he reached a hand out placing it over Cheen's, rubbing her belly affectionately. He wanted to meet his little boy so bad, to have a life, a family. That was the whole reason they were in this mess.

"She is," Martha murmured and Milo and Cheen glanced back at her a little surprised, after all she'd said she barely knew the man, "Honestly, I haven't seen as much as Sophie," she admitted, "But I've seen enough to believe that," she clicked her fingers and Sophie shot her a bit of a grin, that Martha returned before she looked back to Milo and Cheen, "So, trust us, both of you. You've got your faith, you've got your songs and your hymns," she took a breath firming her resolve as she glanced over at Sophie again, smiling at her, "And we've got the Doctor."

Milo took a breath and drew his hand back from Cheen's belly, "Just got to survive," he glanced back at Sophie, "Right?"

Sophie nodded, her hands shifting to grip the back of his chair again, "Right," she agreed, "And us humans, we're good at that. We do it every day."

Milo nodded, firming his resolve as he moved his hands over the console in front of him and the one on the ceiling above him, switching the car back on.

"Systems back online."

He glanced back at Sophie and Martha again, "Good luck."

"And you," Martha replied, gripping the back of Cheen's chair tightly as the engine roared to life and Milo guided them forward.

"Bunches and bunches of it," Sophie bid just as the creatures in the in the smog took note of them again and claws snapped and swiped at the car as Milo drove it doing his best to manoeuvre the large vehicle through the sea of claws, dodging and ducking them, more determined than ever to survive the mess he'd gotten them into. The motorway, driving out to Brooklyn, had unfortunately, been all his idea.

 ***O*O*O***

The Doctor stared at a screen through his spectacles, breathed baited, a breath that he let out in a whoosh as a car number, the car number he'd been looking for appeared on the monitor, "Car 4-6-5-diamond-6," he beamed a wide relieved grin, "It still registers! That's Sophie and Martha! Brilliant, absolutely brilliant!" he cheered, "Novice Hame," he all but jumped away from the monitor, "Hold that in place," he handed her a piece of thick tubing, before running along the length of it, "Think, think, think, think," he muttered to himself as he jumped over a box with dully glowing lights and buttons, his mind racing with ideas, "Take the residual energy, invert it, feed it through the electricity grid."

"There isn't enough power," Novice Hame reminded him as she watched him come to a stop in front of a far wall with two screens one above the other, and lots of wiring, a mess of thin and thick wires sticking out from the mainframe they'd been jammed into, and even more buttons.

"Oh, you've got power!" the Doctor called back to her with a bit of an exuberant laugh, brimming with energy he was gonna get his Sparks back and she and Martha were alive. Alive! He grinned again, "You got me! I'm brilliant with computers just you watch," he turned back to her with increasing excitement, he was so close, "Hame," he pointed, "Every switch on that bank up to maximum!"

 ***O*O*O***

Sophie and Martha's hands shot to the ceiling with alarmed cries as the car they were in spun, trying to brace themselves as they were turned upside down, whilst Cheen gripped onto the edges of her seat tightly, eyes wide with terror as Milo continued to drive as fast as he could get the car to go, between the seemingly never-ending sea of snapping, swiping claws…

 ***O*O*O***

The Doctor had situated himself by a console on the floor, turning a knob as he aimed his sonic screwdriver at it, the slender device whirring away, "I can't power up the city," he continued with what he'd been saying, "But all the city needs is people," he exclaimed as he banged his fist against the console and leaping back up to his feet.

"So, what are you going to do?" Hame asked.

"This!" he shouted and yanked down a two-metre long switch on the floor, only for all the lights on all the consoles to go out. He stared at them wide eyed, his hearts pounding against his ribcage, "No, no, no, no, no, no!"

 ***O*O*O***

The giant claws scrapped against the screen of the car as they snapped at them as they zoomed past, trying to catch the car. Suddenly sparks flew as one of the claws managed to catch them in its powerful pincers, the strength of it trying to crush the metal frame of the car. Screams rang out from Martha and Cheen, whilst Sophie cringed away from the sparks, breathing heavily as her heart pounded against her ribcage. Milo tried to keep his bearings through the confusion, and then suddenly there was a jolt as another claw knocked into them and they were free.

Milo slammed down on the accelerator once more as the car zipped off into more of the swiping, snapping claws. A look of intense concentration on his face as he focused on manoeuvring through them again.

 ***O*O*O***

The Doctor knelt down on the floor, his brow furrowed heavily as he waved his sonic over another set of controls, "The transformers are blocked," he all but growled in rising frustration, he'd been so close! "The signal can't get through."

' _Doctor…'_ Boe called to him.

"Yeah, hold on," the Doctor called back with distraction still trying to get the damned system to work, "Not now."

' _I give you my last,'_ Boe murmured tiredly, expelling a long rasping breath as all the consoles lit back up, switching back on as it powered up once more.

The Doctor leapt to his feet, illuminated, brimming with renewed hope, "Hame, look after him," he shouted as he dashed back towards the large switch on the floor, "Don't you go dying on me, you big old face. You've got to see this," he yanked down the switch once again, whilst Novice Hame turned a wheel next to the Face of Boe, "The open road," the Doctor grinned with exuberance, "Hah!" he shouted, it was working!

 ***O*O*O***

Brannigan and Valarie sat straighter in alarm as a sudden loud crack and a bang sounded out of nowhere, "What in Jehovah was that?" Brannigan exclaimed.

"It's coming from above!" Valarie cried.

"What is it?" Brannigan leaned forward over his steering wheel, peering upwards through the window in an attempt to see, "What's happening?!" he wondered as Valarie shot out of her seat and quickly covered her children, glancing about nervously as the creaks and bangs continued. Brannigan got out of his seat and got the hatch in the roof open, peering out of it, his eyes widening, "By all the cats in the Kingdom!" he breathed as he watched a gap forming at the top of the gridlock, doors to the over city opening, each resounding crash a barrier falling away.

"What is it?" Valarie called to him and then squinted as a bright light streamed into the car, "What is it?" she asked again.

Brannigan started to laugh, sounding almost crazy in his joy as he peered up into the sunshine, something he hadn't felt in all so long. It was a sound that was echoed by the thousands, millions of other drivers as they all peered up at the sunlight that was warming their faces.

"It's the sun!" Valarie breathed with awe, "Oh, Brannigan!" she reached out to him overjoyed, before she pulled the blanket off her children, "Children, it's the sunlight!" she told them, her snowy white baby purring as it the warmth of it bathed her.

"Sorry," a familiar voice called to them from the computer and the two turned to see the Doctor on the screen, "No Sally Calypso. She was just a hologram. My name's the Doctor."

"He's a magician," Brannigan breathed, gaping at the man that he'd last scene jumping into a car beneath them.

"And this is an order," the Doctor continued, "Everyone drive up. Right now."

Brannigan blinked momentarily stunned at the idea, trying to process it after so long of simply driving round and round in the dark for 12years, "Is he serious?" he gaped whilst behind him Valarie started to laugh in elated disbelief.

"I've opened the roof of the motorway," the Doctor explained to the masses that had been trapped on the motorway for years, some as long as decades, "Come on," he urged, "Throttle those engines. Drive up. All of you," he insisted and Brannigan moved to get back into the driver's seat, shaking off his shock and disbelief, "The whole under-city. Drive up, drive up, drive up! Fast!" he added for good measure.

"Here we go," Brannigan called to his wife as he threw off the break and started to press the accelerator, guiding them upwards, all the other cars in the motorway starting to do the same moving slowly at first and then faster, soaring up towards the open sky as the path above them began to clear, the gridlock shifting.

"We've got to clear that fast lane," the Doctor continued to explain, "Drive up and get out of the way," he urged.

 ***O*O*O***

Far down below in the depths of the fast lane, Sophie and Martha were grinning at the image of the Doctor that was displaying on the front car monitor, Sophie's hands still resting on back of Milos's seat, whilst Milo and Cheen were staring in disbelief.

"Oi! Car 4-6-5-diamond-6," the Doctor called, suddenly addressing them directly, "Sparks! Martha! Drive up!"

"That's the Doctor!" Martha cheered in relief.

"What are you waiting for?" Sophie nudged Milo.

"The layer!" Milo exclaimed glancing back at them with alarm, "If we go up, we'll hit the layer!"

"He'll have taken care of it," Sophie assured urgently, "Trust me!"

"Just do as he says!" Martha urged him, "Go up!"

"You've got access above," the Doctor stated as Milo blew out a breath and went for it, starting to steer the car upwards, teeth gritted as he continued to manoeuvre around the claws at the same time, "Now go!" the Doctor demanded as the car drove up above the angry giant snapping swiping claws.

"It's daylight!" Cheen exclaimed with joyous relief, "Oh my God," she grinned, "That's the sky, the real sky!"

"He did it!" Martha whooped an arm slinging about Sophie's shoulders in overwhelming joy and relief.

The action startled Sophie briefly not having expected the action, but she relaxed in the next instant, laughing as she nodded, an arm coming up to wrap about Martha's back in a returning hug, "Never had a doubt!"

"We told you!" Martha cheered, grinning from ear to ear, "He did it!" she laughed as Cheen and Milo shared a kiss.

 ***O*O*O***

"Did I tell you, Doctor?" Brannigan spoke into the vocal transmitter as behind him Valarie cuddled with their children, "You're not bad, sir. You're not bad, at all!" and he and Valarie broke into rapturous laughter, "Oh, yee-hah!" he hollered jovially.

 ***O*O*O***

The Doctor, microphone in hand, stood in front of a view screen watching the proceedings, his gaze keeping track of car 4-6-5-diamond-6 as it ascended higher and higher whilst Novice Hame continued to tend to the Face of Boe, "You keep driving, Brannigan," he replied, "All the way up! 'Cos, it's all here, just waiting for you," he practically danced over to a window, looking out over the over-city at the gorgeous view, watching the cars as they zoomed out of the open motorway, "The city of New New York, and it's all yours," he grinned at the sight before him, "And don't forget, I want that coat back."

"I reckon that's a fair bargain, sir," Brannigan's voice came over the com.

"And Car 4-6-5-daimond-6," the Doctor called into the microphone again, "I've sent you a flight path," he informed them, "Come to the Senate."

"On our way," a familiar voice came over the com and the Doctor beamed a wide grin at the sound of it, his hearts warming as they beat a little quicker in his chest.

"It's been quite a while since I saw you, Sparks," he murmured and he could just imagine her blushing...

 ***O*O*O***

Sophie cheeks were indeed aflame, feeling all the eyes in the car on her as she murmured softly in reply, "Too long," it may have only been a couple of hours, but after everything, it felt so much longer since she'd seen him in person.

"See you soon, Sparks," came the Doctor's warm response.

Martha let out a wistful sigh as the comm went quiet, "One day, I'll find a man who says my name like the Doctor says yours."

Sophie smiled cheeks still feeling hot, "I'm sure you will," she murmured quietly, trying to will the heat from her cheeks as Milo and Cheen grinned at her, rather amused by her reaction, "You guys are making it worse," she muttered at them.

"We know," Milo replied and Sophie pouted as Milo, Cheen and Martha dissolved into mirthful laughter, "Right," Milo straightened up in his seat as he calmed fingers moving over the console in front of him, before flicking a switch on the roof, before guiding the car into a turn, heading towards the towering spires, "To the Senate."

 ***O*O*O***

"Doctor!" Hame called urgently and the Doctor's smile slid right off his face as he turned to see a crack beginning to splinter along the glass of Boe's tank, getting bigger by the second. He hurried over.

 ***O*O*O***

Sophie and Martha ran into the large room of the Senate and paused, their faces falling at the sight of all skeletons.

"Oh," Sophie murmured swallowing heavily, before she started forward again, heading towards where she could feel the Doctor close by.

"Doctor?" Martha called as she stepped after Sophie.

"Over here," came the response from the Time Lord, his voice carrying from around a nearby corner of the large dusty room.

"Doctor!" Sophie murmured as the two picked up their pace.

"What happened out there?!" Martha called a moment before they rounded the corner, bringing the Doctor into sight.

Sophie expression fell again as she took I the sight of the Face of Boe lying on the ground, "Oh my God!" she darted forward.

Martha frowned pausing uncertain as Sophie knelt down beside the Doctor by the strange giant head, "What's that?"

"It's the Face of Boe," the Doctor replied, "It's alright," he assured Martha, "Come and say hello. And this is Hame," he nodded at her, and Sophie cast her gaze to the kneeling sister recognising the name, before turning her concerned gaze back to Boe at seeing the tears dampening the fur on her cheeks as the Doctor continued, "She's a cat," he stated as Martha continued to hesitate, "Don't worry," he soothed, "He's the one that saved you, not me," and Martha swallowed, but started forward.

"How'd this happen?" Sophie murmured as she gazed sadly down at the Face of Boe.

"My Lord gave his life to save the city," Hame replied tearfully, trying to smother a sniffle as Martha knelt down next to her, "And now he is dying."

"No, don't say that," the Doctor murmured chidingly, "Not old Boe," he shook his head and tried to smile encouragingly, "Plenty of life left."

"It's good to breathe the air once more," the Face of Boe rasped weakly and Sophie smiled at him tearfully, a hand reaching out towards him as he gasped, breathing heavily as he continued to cling to life.

"Who is he?" Martha asked, her voice a low respectful murmur as she looked up at the Doctor and Sophie.

"I don't even know," the Doctor sighed.

"Neither do I," Sophie murmured sadly as she lowered her gaze back down to Boe, "He knows us far better than we know him," she mumbled.

"Legend says the Face of Boe has lived for billions of years," the Doctor explained to the confused Martha, before turned his attention back to the Boe, "Isn't that right? And you're not about to give up now."

"Everything has it's time," Boe rasped tiredly as he blinked old eyes up at them, faces he hadn't seen in so long, profoundly glad that the three of them were with him now even if they didn't yet know who he was, "You know that, old friend, better than most."

"The legend says more," Hame murmured heavily.

"Don't," the Doctor murmured warningly, "There's no need for that."

"It says," Hame persisted, her gaze focusing on the Doctor and Sophie, neither having seemed to age a day since she'd last saw them all so long ago, "That the Face of Boe will speak his final secret to a pair wanderers."

"Yeah," the Doctor cut in pinning Hame with a warming look before he swallowed heavily, "But not yet," he looked back down at Boe, offering him a small crooked smile though his eyes remained saddened, "Who needs secrets, eh?"

"Not us," Sophie murmured.

"I have seen so much," Boe rasped tiredly, lost in a moment full of memories from ages past, "Perhaps too much," he sighed blinking warily up at the Doctor, "I am the last of my kind, as you are the last of yours, Doctor."

"That's why you have to survive," the Doctor insisted as he blinked back the tears that were welling in his eyes, "Both of us," he stated heavily, desperately not wanting this to happen, "Don't go," he pleaded.

"I must," Boe rasped out, "But know this, Time Lord. You are not alone," he informed him and Sophie blinked as his gaze seemed to focus on her for a brief moment, but she couldn't be sure, before the ancient Face of Boe sighed out a last heavy breath and his eyes unfocused as the life left him, his eyes slowly falling closed.

The Doctor stared astounded and confused, mind racing with it, whilst Novice Hame started to weep in despair and Sophie felt more tears slide quietly down her cheeks, her brow mildly scrunched as she bowed her head.

Martha remained quietly respectful of the life that had been lost, a life that had given his own to save not just her and Sophie but the entire city… the entire planet really. Before she got to her feet, the Doctor following, draping an arm comfortingly around Sophie's shoulders as they remained lingering for a few more moments, paying their final respects to the ancient being, that none of them really knew.

 ***O*O*O***

Sophie sighed softly as the three of them made their way out of the upper-city and into the under-city, glancing at the Doctor, her promise to herself playing on her mind. She'd said that she'd tell him when she got back to him, but she hadn't had the chance, not really and now she couldn't help wondering if now was really a good time to say it.

Beside her Martha cleared her throat loudly and the two glanced at her, before away again. She tried again, clearing her throat even louder.

The Doctor rather distracted from his thoughts by the repeated sounds, glanced at her, a brow arching quizzically as he eyed her with a slightly sceptical gaze after all she'd been fine mere moments ago, "Did you need a cough drop?"

"No," Martha muttered and Sophie blinked at her little confused and the young medical student rolled her eyes with exasperation, honestly she huffed mentally, before she looked pointedly at the Time Lord and then back at Sophie who made a silent 'o' of realisation and her cheeks flushed slightly and she scuffed the toe of her shoe on the ground, was she really being that obvious about what she wanted… well, probably, but then she'd told Martha what she wanted to do back in the car whilst they were running out of air. She tugged at the ends of her hair, those three words had come so easily then.

Martha gave her an insistent nudge and made a 'go for it' gesture as Sophie's gaze shot back to her and the petite brunette, glanced at the Doctor and then back to her, 'Now?' she mouthed a little uncertain, still not sure that the timing was good or maybe that was just her nerves talking?

Martha gave her a thumbs up in response, before she slowed her pace, falling behind a bit to give the two some space, sensing that Sophie would find it easier to do what she wanted if she wasn't hovering.

The Doctor blinked at the action, and frowned a bit at them, "You two aren't conspiring something are you?"

"No," Sophie muttered and the Doctor's gaze focused on her as they continued to walk, "No conspiring, not really," she tugged at the ends of her hair awkwardly, the words bubbling up inside of her.

"Not really?" the Doctor muttered, a brow arching at her. How was one 'not really' conspiring anything?

Sophie's fingers tangled into her hair further, making a right mess of the frizzy ends, he really wasn't helping here! "There was just something I…" she swallowed, "And I'd really like it if you didn't interrupt this time, not even with, well," she flushed, "Like last time," the Doctor's brows arched higher in question, an inkling of what was going on starting to scratch at him, "'Cos, I really need to say something and I, well, I suppose it could perhaps wait a little more for a time that isn't right now, but I'd really…"

"Rambling," Martha covered the word with a cough, her hand curled into a fist in front of her mouth as she studied an old poster.

"You sure you don't need that cough drop?" the Doctor asked a little dryly as he glanced over at Martha.

"Positive," Martha replied casually.

Sophie shifted, glancing down at her feet, her cheeks red. She had been rambling, and she seriously hadn't wanted to botch it this time! She huffed out a breath, puffing out her cheeks as she looked back up again, "I just," she forced herself to release the ends of her hair, fingers untangling with a practiced ease, "What I want to say is," she continued suddenly feeling calm, her nervousness evaporating as she met his mildly amused, but warm fond eyes with her blue ones that started to sparkle up at him, "I love you."

The Doctor beamed a grin at that, heavy hearts uplifting at those three little words coming from her, "I love you too, Sparks," he took her gloved hand in his and started off again, Martha swiftly moving to catch up to them.

"Thanks," Sophie murmured, glancing at Martha as she came up beside her, grateful for her intervention into her ramble. She really had almost botched it again. Martha nodded, smiling. Her heart not hurting, not even a little with the clawing emotion that was jealousy, and for that, she was rather proud.

"You're welcome," Martha replied.

"I knew you two were conspiring," the Doctor muttered and the two glanced over at him to see him smirking rather amusedly.

"Foxy Git," Sophie muttered, her hand tightening about his as she blushed again and Martha laughed, shaking her head as the Doctor's smirk turned rather pleased in response to Sophie's light jab.

 ***O*O*O***

The Doctor, Sophie and Martha strolled into the alley of Pharmacy Town, only now the alley was completely deserted, "All closed down," the Doctor observed with satisfaction as they walked down the alley starting back towards the Tardis.

Sophie glanced around, the deserted alley, "They certainly cleared out quick," she murmured and glanced at the Doctor who merely blinked at her innocently, and she arched a brow. She knew that 'innocent' look. His hand squeezed about hers again and Sophie's smiled, squeezing back, she knew it. Ha.

"Happy?" Martha jested lightly, wondering if they'd just been having one of their silent, or rather telepathic conversations.

"Happy happy," the Doctor responded, glancing over at her, "New New York can start again. And they've got Novice Hame. Just what every city needs. Cats in charge."

"And here I thought you didn't like cats," Sophie mused as she eyed him.

"Exception to every rule, Sparks," the Doctor replied with a casual shrug and a grin, "Come on, time we were off."

"But," Martha called her expression sobering as she stared at the Doctor's back, "What did he mean, the Face of Boe?" and the Doctor and Sophie paused turning back to her and Martha pressed on, clarifying, "You're not alone."

The Doctor shook his head, "I don't know."

"You've got Sophie," Martha murmured and then swallowed and continued a little tentatively as she stepped towards them, "And me," she smiled a little hoping that she'd see something, anything that'd let her see that he did indeed consider her a friend, "Is that what he meant?"

"I don't think so," the Doctor sighed lowly and Martha's face fell, "Sorry," he added with a small apologetic smile. He hadn't meant to hurt her.

"Then what?" Martha asked, a little shortly.

"Doesn't matter," the Doctor shook his head, honestly not wanting to think about it, "Back to the Tardis," he turned and moved to start away, pulling Sophie into movement once more by their joined hands, "Off we go."

Martha frowned at him and reached down, straightening up a chair, and sitting herself down on it, crossing her arms and legs.

"Doctor," Sophie muttered, glancing over her shoulder at Martha who was staring at them with an expression full of resolve.

The Doctor paused and glanced over his shoulder, his gaze going to Martha, "Alright," he turned back to face her, "Are you staying?"

"Till you talk to me properly, yes," Martha stated firmly, arms and legs still primly crossed and the Doctor stared at her at silently, "He said 'Last of your kind'," Martha continued meeting his gaze steadily, "What does that mean?"

"It really doesn't matter," the Doctor attempted to wave it off, really not wanting to get in to it, to admit what he'd done, to break the small illusion that was full of holes that he'd created for himself when he'd lied.

Beside the Time Lord Sophie let out a low sad sigh as she glanced from the Doctor to Martha and back again. Her teeth sinking into her lower lip as she wondered if she should try and say something, but before she could decide Martha was continuing.

"You don't talk," Martha shook her head, before pinning him with an unwavering gaze again, "You never say! Why not?"

Music rose up, the sound of voices singing and the three glanced towards the sound, "It's the city," Martha breathed, enchanted, "They're singing."

"Yeah," Sophie breathed, ears filled with the sound of their citizens of New New York as they sang joyously.

The three listened to the song for a moment before the Doctor glanced at Martha, who's gaze went back to him and then at Sophie and then back to Martha, before he let out a low sigh, "I lied to you, 'cos I liked it," he began, the words harder to get out as he continued to explain his poor little illusion, "I could pretend. Just for a bit. I could imagine they were still alive, underneath a burnt orange sky."

Martha's eyes widened in shock and then the dawning of understanding, and her eyes turned sad for him.

"I'm not just a Time Lord," the Doctor continued heavily, "I'm the last of the Time Lords. The Face of Boe was wrong. There's no one else."

Martha swallowed, "What happened?" she asked her voice quieter, her arms uncrossing as she regarded him sadly.

The Doctor stared at her for a moment, before he glanced at Sophie who offered him a small sad smile. He squeezed her hand before he slid his from hers and stepped over to a couple of more chairs picking them up and walked over to where Martha was sitting, placing them down in front of her, and sat down in one, Sophie quietly seating herself down in the one he'd pulled up for her, just listening as he started to talk, "There was a war. A Time War. The last Great Time War. My people fought a race called the Daleks, for the sake of all creation. And they lost," he swallowed heavily arms coming to rest on his knees, "They lost. Everyone lost. They're all gone now. My family, my friends, even that sky," his lips quirked up slightly as he recalled it, "Oh, you should have seen it, that old planet. The second sun world rise in the south, and the mountains would shine," he described vividly seeing each detail like they were right in front of him. Sophie and Martha listening attentively as he did, "The leaves on the trees were silver, and when they caught the light every morning, it looked like a forest on fire. When the autumn came, the breeze would blow through the branches like a song…"


	4. Chapter 4 Daleks In Manhattan

**Disclaimer:** I don't own Doctor Who. Just Sophie my o/c.

 **A/N:** A big thank you to everyone who followed/favourited and reviewed the previous chapter. And another to **Saberbladeprime** for prereading for me as always. Also to **Maethoriel Artemis** for looking over a couple of scene for me too.

And again, sorry for the wait for this chapter too, fitting Sophie into this episode like I wanted proved a bit tough, lol.

 **CHAPTER 4**

 **Daleks In Manhattan**

"Now, I know I said, one trip to the past and one trip to the future," the Doctor rambled as he walked towards the console, "But I s'pose that there's nothing to say that we couldn't do a wee bit of a detour… a quick pitstop," he turned to them really starting to ramble as he started to warm up to the idea, "Do lunch?" he was rather hungry after all that talking and lunch, lunch would be a nice pleasant distraction, "Do you feel like going for lunch?" he asked them hopefully, "We could do chips, been a while since we've had chips…"

"Chips sound nice," Sophie agreed.

"Really nice," Martha nodded, chips actually sounded brilliant after everything that had just happened, "But, could we have a shower first?" honestly, she felt quite gross. That car had gotten quite hot and clammy.

"Oh," the Doctor blinked at her, smiling fading as he glanced down at himself, his nose crinkling in distaste at the scent that was clinging to him from his trip jumping from car to car down the motorway thick with exhaust fumes, "Good point," he nodded, "Showers first and then chips," he turned and started for the stairs, swiftly disappearing up them.

"Come on," Sophie murmured, glancing at Martha with a friendly smile, "I'll show you to a bathroom."

"Thanks," Martha replied as they started heading towards the stairs themselves, "Oh, what about clothes?" she asked glancing down at herself, her nose crinkling at her clothes that didn't really feel clean anymore… how long had she been wearing them for anyway? "Would you mind if I borrowed some of yours?"

"I don't mind, but the Tardis will have yours washed and dried by the time you've had your shower if you'd prefer to remain in your own clothes. Plus, there's an entire ginormous wardrobe you can choose from," Sophie explained, before admitting, "Most of my clothes come from there to be honest," or rather the Tardis filled her personal wardrobe with clothes the sentient ship thought she'd like, the brilliant beautiful ship had yet to be wrong in any of the clothes that she'd filled her wardrobe with.

"Oh…" Martha blinked, a bit surprised at the revelation as the two walked down the corridor together. The Tardis could do all that?

 ***O*O*O***

The Doctor was already back in the console room when Sophie followed by Martha descended the stairs back into the room. The Time Lord dressed now in his blue pinstripe suit, whilst Sophie had exchanged her red shirt for a tie-dyed rainbow shirt and her hair pulled back into a thick single long braid. Whilst Martha had simply opted to change back into her own clothes, that had been cleaned and dried by the Tardis not wanting to bother searching for something out of the huge wardrobe that Sophie had been telling her about as she led her to a bathroom.

The Doctor looked up from what he was fiddling with at their arrival and beamed a bright grin as they joined him around the console, "Brilliant!" he started moving about the console hitting buttons, turning knobs and flipping switches, "Allons-y!"

"Where are we going?" Sophie asked curiously as she and Martha watched him move about with enthusiasm.

"You'll see, Sparks," came the cheery response from the Time Lord as he yanked down a lever and the Tardis jerked as it shifted out of idle drift abruptly and started spinning through the vortex, making the three stumble back from the console a step or two and then almost fall, before they grabbed the console, holding on as the Tardis started to shake. The engines roaring and the rotor rising and falling with increasing speed as the sentient ship flew through the vortex.

A couple of moments later the mild shaking stopped and the engines began to click as the Tardis began to wheeze as she materialised. The three started for the doors, the Doctor grabbing his brown coat from where he'd thrown it over the railing, shrugging it on as he followed Sophie and Martha out of the Tardis, shutting the Tardis door behind him as he did.

"Where are we?" Martha asked the Doctor with excitement as she took in the unfamiliar scenery with interest.

"Ah," the Doctor sucked in a deep breath as Sophie and Martha looked at him for an answer, "Smell that Atlantic breeze. Nice and cold. Lovely," he grinned at them, "Sparks, Martha, have you met my friend?" he indicated a direction with a nod and the two turned in the direction looking up and blinked at the sight of the large green majestic statue of a woman.

"Is that…?" Martha breathed with awe.

"It is," Sophie murmured with a nod, bells chiming softly, the petite brunette grinning brightly as she stared up at the statue.

"Oh, my God!" Martha grinned with delight, completely thrilled at where they'd landed for lunch, "That's the Statue of Liberty!"

"Gateway to the New World," the Doctor murmured a little musingly, "'Give me you tired, your poor, your huddled masses yearning to break free…"

"That's so brilliant," Martha exclaimed, "I've always wanted to go to New York," she glanced back towards the Doctor and Sophie, "I mean the real New York," she clarified, "Not the new, new, new, new, new one."

"This is the first time I've been too," Sophie murmured as she glanced about with interest, taking in the white wall the Tardis had materialised in front of, close to a corner as they started walking, her hand finding its way into the Doctor's their fingers interlacing as the three of them strolled across the grass towards the edge of the island.

"Well, there's the genuine article," the Doctor smiled as they looked out over the water at the Manhattan skyline, "So good, they named it twice. Mind you, it was New Amsterdam originally. Harder to say twice. No wonder it didn't catch on. New Amsterdam, New Amsterdam," he tried it out.

"Bit of a mouthful," Sophie agreed tearing her gaze from the view of Manhattan to glance at the Doctor. The two exchanging a warm smile, his thumb caressing the back of her gloved hand as he nodded in agreement.

"I wonder what year it is," Martha wondered aloud, "'Cos look," and the Doctor and Sophie followed her gaze back over to the view they had of Manhattan, "The Empire State Building's not even finished yet."

"Work in progress," the Doctor murmured in agreement, his eyes locked on the incomplete skyscraper, "Still got a couple floors to go, and if I know my history," he continued as Martha spotted a newspaper left on a bench they were standing next to, and shifted to pick it up, whilst Sophie frowned a bit thoughtfully as she eyed the 3 quarters done skyscraper, "That makes the date somewhere around…"

"Early 1931?" Sophie suggested, glancing at the Doctor, her brow still mildly scrunched in thought as she tried to remember what she'd learned about the 1930's.

"November 1st, 1930," Martha stated before the Time Lord could even take the breath necessary to reply.

"You're getting good at this," the Doctor commented with mild confusion at how precise she'd been only to catch sight of the newspaper in her hands.

"Eighty years ago," Martha mused as Sophie and the Doctor glanced at the paper she was holding, the Time Lord taking it from her grasp a moment later as he caught sight of the headline on the front page, "It's funny 'cos you see all those old newsreels all in black and white like it's so far away, but here we are. It's real. It's now," she let out an exhilarated laugh before she glanced over at Sophie and the Doctor, "Come on then, you two," she grinned at the two that were focused on the paper the Time Lord was holding, "Where did you want to go for chips? Or should we look around, take in the sights first?" she suggested brightly, eyes alight with her enthusiasm.

"I think our detour just got longer," the Doctor murmured as he slowly looked up from the unfolded newspaper.

"Sightseeing and chips'll have to wait," Sophie agreed as the Doctor angled the paper so that Martha could see the headline.

Martha frowned as she eyed the headline she'd overlooked earlier, she'd been paying attention to the date not the article, "'Hooverville Mystery Deepens'," she read aloud, before glancing up at her companions again, "What's Hooverville?"

 ***O*O*O***

"Herbert Hoover, thirty-first President of the USA, came to power a year ago," the Doctor explained as the three of them strolled along a paved path through Central Park, Sophie and Martha on either side of him. His right hand still clasped about Sophie's gloved one, fingers intertwined, "Up till then New York was a boom town, the Roaring Twenties, and then…"

"The Wall Street Crash, yeah?" Martha cut in, glancing at him again a she tried to remember what she knew of it, "When was that, 1929?"

"Yep," Sophie agreed with a nod, bells chiming softly as they strolled past a park bench and a man on a bicycle rode past them going the opposite way.

"Yeah," the Doctor echoed with a nod of his own, "Whole economy wiped out overnight," he murmured, "Thousands of people unemployed. Suddenly the huddled masses doubled in number with nowhere to go. So, they ended up here in Central Park."

"What?" Martha exclaimed, her eyes widening with surprise, "They actually live in the park?" she questioned with a concerned frown, "In the middle of the city?"

"They didn't exactly have much of a choice," Sophie murmured with a low sigh as the shanty town of Hooverville came into sight.

"Ordinary people lost their jobs," the Doctor murmured, before sighing out a low breath as they approached the quickly put together shacks and pitched tents, "Couldn't pay the rent and they lost everything," he continued quietly as they walked through the town, "There are places like this all over America," he explained as they passed by desperate people trying to keep warm, "You only come to Hooverville when there's nowhere else to go."

"You thieving lowlife!" a man's shout came from close by, drawing the trio's attention to a couple of men, just in time to see the man who shouted punch another. A couple of other men immediately jumping in to ty and break it up, as the man continued to shout, "I want my loaf! Give me my loaf!" he shouted angrily.

"I didn't touch it!" the accused man retorted sharply, glowering darkly at his accuser.

"Somebody stole it!" the young black man shouted back as an older black man came out of his tent putting his hat on his head as he did so, drawn by the commotion.

The older man stalked towards the two fighting men, "Cut that out!" he demanded only to be ignored as the two men continued to fight, "Cut that out right now!" he demanded sharply, breaking up the fight as he managed to push them apart.

"He stole my bread!" the young black man pointed at the white man he'd been fighting with, chest heaving as he returned the glower that was being levelled on him.

"That's enough!" the older black man cut over him, giving the younger black man a stern look before he turned to the white man, eyeing him levelly as he asked, "Did you take it?"

"I don't know what happened," the white man denied a little shortly, his face stinging, "He just went crazy."

The young black man lunged angrily at the white man in response, aiming to land another punch on the thief only to be held back.

"That's enough!" the older man shouted again as other residents of the shanty town wandered over to see what was going on, "Now," the older man turned back to the white man, eyeing him sternly once again, "Think real careful before you lie to me."

The white man hesitated briefly, before his shoulders slumped, "I'm starvin', Solomon," he muttered pitifully. Solomon quietly held out a hand and the white man reluctantly reached inside his coat, producing the stolen loaf of bread, shamefacedly. He handed it over to Solomon without another word.

"We're all starvin'," Solomon responded, breaking the loaf in half, "We all got families somewhere," he continued as he handed each man a half, "No stealin' and no fightin'," he pinned each man with a hard look, "You know the rules," he reminded them and the two nodded looking down at the half of a loaf that they were clutching, before Solomon turned to the crowd, raising his voice as he addressed the gathered crowd, "Thirteen years ago, I fought in the Great War. A lot of us did. And the only reason we got through was because we stuck together! No matter how bad things get, we still act like human beings. It's all we got."

Sophie stared after them sadly as the two men left, still clutching their half a loaf of bread and the crowd started to disperse. She'd heard about the Great Depression, learnt about it in school, read about it in books. But seeing it in person was another thing entirely… and it had really only just begun.

"Come on," the Doctor murmured to them quietly, before stepping over to Solomon, Sophie and Martha following him, "I suppose that makes you the boss around here," he addressed the man who turned back to them.

"And, uh," Solomon blinked at the three he hadn't seen around the town before, "Who might you be?"

"He's the Doctor," Martha replied with a friendly smile, "That's Sophie," she gestured to the brunette standing on the opposite side of the Doctor, "I'm Martha."

"A Doctor," Solomon murmured as he eyed the Time Lord, "Well, we got stockbrokers, we got a lawyer, but you're the first doctor. Neighbourhood gets classier by the day," he commented sarcastically as he turned to a fire, warming his hands over it.

"How many people live here?" Martha asked as she glanced about at the pitched tents and hastily assembled shacks.

"At any one time, hundreds," Solomon replied.

"It's that bad already?" Sophie murmured softly as she turned her own gaze from the town back to Solomon.

He gave a short nod, "They've got no place else to go. But I will say this about Hooverville. We are a truly equal society, black, white, all the same. All starving," Solomon gave a short dry laugh, "So, you're welcome. The three of you," he welcomed them, before he focused on the Doctor again, "But tell me, Doctor, you're a man of learning, right? Explain this to me," he requested as he led them a couple of steps away and pointed to the incomplete Empire State Building, "That there's going to be the tallest building in the world," he turned back to them with a grim expression, "How come they can do that, when we got people starving in the heart of Manhattan?"

 ***O*O*O***

Inside the Empire State Building, in an unfinished section of floor 100. A man with slicked back black hair in a dark pinstripe suit and spats, sat at a desk as he looked over the blueprints for the Empire State Building, his ears filled with the site's foreman voice as the man paced back and forth behind him.

"I'm telling you, the men won't stand for it," the foreman continued, "I mean, are you out of your mind? I got five hundred men working seven days a week. They're flat out, and you want us to go faster?"

"The new masters demand it," the man replied with a shrug as he turned in his chair to face the foreman.

"But we're on schedule!" the foreman protested, "What's the problem? Another month and we'll be done."

"The mast on this building needs extra work completed by tonight," the man informed the foreman.

"Tonight?" the foreman blinked, before frowning with increasing displeasure, "No way," he shook his head, "It's impossible!"

"That's an order," the man stated flatly as he got to his feet, in no mood for arguments, or any more of the other man's complaints.

"Yeah?" the foreman scoffed as the man marched towards him, "Well, one word from me and every man on this site stops working," the foreman rebutted, "So, go on," he urged, "Tell your masters that."

"If that's your attitude," the man replied jerking a thumb back over his shoulder towards the lift, "I think that you should tell them yourself," he stated, before he turned on his heel and strolled towards the lift.

"Yeah? Well, I ain't afraid of no man in a suit," the foreman replied watching as the man pressed the button, summoning the lift, "These, uh, new bosses?" the foremen started to question, "What are their names?"

"I guess you could say they're from out of town," the man replied evasively as he stuffed his hands into his suit pants pockets.

"Italians?" the foreman guessed.

"A bit further than that," the man smirked slightly.

"How much further?" the foreman questioned, his brow furrowing a bit uneasily as he eyed the smug man.

"Beyond your imagination," came the response.

The foreman frowned harder, irritation growing as well as a bit affronted, "What's that supposed to mean?" he demanded, "Who are they Mr. Diagoras, who're we working for?"

Diagoras walked away from the lift coming to stand beside the foreman as the lift rose higher and higher, nearing Floor 100, "Behold your masters," he murmured a moment before the lift dinged and the doors slid open revealing a single Dalek, flanked by two Pigmen.

"What the hell?!" the foreman exclaimed, his eyes wide with surprise and horror as he took in the three coming out of the lift.

"I have been summoned. Explain," the Dalek demanded as the foreman started to back away his eyes widening further, "Explain."

"It can talk," the foreman pointed at it, as he continued backing away, "How does it talk?" his eyes darted two the beings on either side of the Dalek, "And what the hell are they?" he demanded to know.

"I'm sorry, my lord," Diagoras apologised, before starting to explain, "But this man," the Dalek's eyestalk shifted slightly to eye the man indicated, it's small metal laser stalk quivering, "Is refusing to complete the work."

"Then we must replace him," the Dalek stated unequivocally in response.

"Is anybody going to tell me what the hell is happening here?!" the foreman asked as he glanced around, his eyes still wide with shock and horror, trying to make sense of what he was seeing, happening right in front of him.

"Use him," the Dalek demanded, "Take him for the Final Experiment," and the two Pigmen started forward.

"Hey, what's goin' on?!" he exclaimed his accent getting heavier in his panic as the Pigmen grabbed him and started marching him towards the lift, "Let go! Let go of me!" he demanded agitatedly as he struggled as the Pigmen dragged him into the lift, "Get off me, ya freaks! Mr. Diagoras, will you tell 'em? Listen…!" the rest of his sentence was cut off as the lift doors closed and it started to descend back down the building.

The Dalek turned its full attention back to Diagoras, "The Empire State Building must be completed in time."

"It will be," Diagoras assured, "Trust me," he added, "Labour is cheap and that man can be replaced."

"The plan must not fail," the Dalek stated, "The gamma strike has accelerated. We need more bodies immediately."

"Yes, master," Diagoras replied with a respectful nod.

 ***O*O*O***

"So…" the Doctor called as he, Sophie and Martha approached Solomon again. The man turning from emptying coffee dregs from a metal coffee pot into the fire outside his tent, "Men are going missing," the Doctor continued, the folded-up newspaper back in his hands, the Time Lord having pulled it back out from one of his bigger on the inside pockets of his long brown coat, "Is this true?" he asked unfolding the newspaper so that Solomon could see the headline.

"It's true alright," Solomon nodded gravely as he took the paper, before turning from them and walking back towards his tent, disappearing inside.

The Doctor followed him over, standing in the open tent flap, Sophie and Martha behind him, "But what does 'missing' mean?" he asked as he peered in at Solomon, "Men must come and go here all the time. It's not like anyone's keeping a register."

Solomon heaved out a heavy breath as he sat down, "C'mon in," he invited and the three stepped inside, "This is different," Solomon told them as they sat across from him.

"Different?" Sophie asked, her brow furrowing.

"In what way?" Martha pressed as Solomon nodded.

"Someone takes them. At night," Solomon started to explain, "We hear something, someone calls out for help," he shook his head grimly as he continued, "By the time we get there, they're gone like they vanished into thin air."

"And you're sure someone's taking them?" the Doctor asked, his brow furrowed in thought as he eyed the man.

"Doctor, when you got next to nothing, you hold on to the little you got," Solomon replied with a grim smile, "Your knife, blanket, you take it with you. You don't leave bread uneaten, fire still burning."

"True," Sophie murmured with a nod, chewing on her lower lip thoughtfully as the bells in her ears chimed softly.

"Have you been to the police?" Martha questioned.

"Yeah, we tried that," Solomon muttered, a wry smile curling up his lips that was short lived as he continued, "Another deadbeat goes missing, big deal," he huffed, his expression darkening with anger.

"So, in other words. They didn't want to know," Sophie muttered.

Solomon nodded grimly, "Didn't want to waste valuable resources," he groused, his hands clenching together angrily.

Sophie sighed out a low regretful breath at that and shook her head as her frown deepened and eyes grew troubled. Hating the way humans could treat each other, the lack of care, understanding and empathy towards each other. Whilst Martha gave a short nod of understanding, her brow furrowing heavily as her shoulders slumped unhappily.

"So, the question is," the Doctor murmured, as he scratched at one ear and then the other, his brows raised as he pondered, "Who's taking them and what for?"

"Solomon!" A shout came from outside the tent, drawing their attention to the opening just as a young man poked his head inside, "Solomon, Mr. Diagoras is here," and Solomon sighed out a heavy breath before he stood. The Doctor, Sophie and Martha exchanging a look at his reaction to the news. Solomon snatched his hat up, putting it back on his head before starting towards the open tent flap. The Doctor, Sophie and Martha swiftly following him out of the tent.

"I need men," Diagoras was saying as they joined the small crowd of men and women that had gathered to listen to him, "Volunteers. I've got a little work for you and you sure look like you can use the money."

"Yeah," the young man who'd led them over called, "What is the money?"

"A dollar a day," Diagoras replied and Sophie and Martha raised their brows in surprised disbelief whilst the men grumbled with displeasure at the pitiful sum being offered.

"What's the work?" Solomon called over the unhappy grumbles of those around them.

"A little trip down the sewers," Diagoras explained, "Got a tunnel collapsed needs clearing and fixing. Any takers?" he questioned as he glanced about the gathered crowd with expectant eyes.

"A dollar a day?" Solomon frowned, "That's slave wage," his eyes narrowed on Diagoras as he continued, "And men don't always come back up, do they?"

"Accidents happen," Diagoras shrugged carelessly.

"What do you mean?" the Doctor called, his brows arching in question as Diagoras shifted his attention to him, "What sort of accidents?"

"You don't need the work?" Diagoras sneered, "That's fine," he turned his attention away from the Doctor as he called, "Anybody else?" the Doctor raised his hand into the air in the next instant and Diagoras rolled his eyes, "Enough with the questions," he huffed with growing impatience, just wanting to get out of Hooverville already.

"Oh, no, no, no," the Doctor quirked up his lips into a small jovial smile, "I'm volunteering," he corrected and Sophie sighed a little resignedly, she'd figured as much and nudged him gently with her elbow as she raised her own hand, her nose crinkling at the prospect of a trip into the sewers of Manhattan, "Oh," he glanced at her with a blink and the jovial upwards quirk of his lips turned warm, "I mean, we volunteer," he corrected himself a second time and Martha shot them both a look, her brows quirked a little incredulously. Sophie glanced at her, feeling her gaze, and shrugged with mild resignation. Whilst the Doctor turned his gaze back to Diagoras, who was blinking at them a little surprised and a little sceptically as he eyed Sophie, "We'll go."

Diagoras gave a short nod in response, deciding that ultimately, he didn't care just so long as he got the bodies he needed.

"I'll kill you both for this," Martha grumbled at them lowly raising her hand as she turned her gaze back to Diagoras.

The Doctor glanced at her in response, before looking at Sophie and rolling his eyes and got a poke in the side in response from the petite brunette. He nabbed her hand in retaliation, intertwining their fingers and felt her squeeze his hand. He squeezed back, thumb stroking over the back of her gloved hand as he turned his eyes back to Diagoras to see him sweeping his gaze over the gathered crowd again expectantly.

"Anybody else?" Diagoras called and Solomon and the young man who'd come to get them from the tent raised their hands.

 ***O*O*O***

Sophie descended the ladder into the sewers joining the Doctor, Solomon and Diagoras in the tunnel. She stepped away from the bottom of the ladder, moving to stand beside the Doctor as Martha came down the ladder after her.

"So, where's this collapse then?" the Doctor asked as Martha stepped away from the bottom of the ladder leaving room for the young man, that had introduced himself as Frank a bit earlier to descend the ladder.

"Turn left," Diagoras gestured down the tunnel, "Go about half a mile," he continued as Frank reached the bottom of the ladder, a coil of rope looped over a shoulder, "Follow tunnel 273. Fall's right ahead of you, you can't miss it."

"And when do we get our dollar?" Frank asked as he turned from the ladder, eyeing Diagoras a bit flatly.

"When you come back up," Diagoras replied lightly as he turned to look at the young man that was barely out of boyhood really.

"And if we don't come back up?" the Doctor asked, a brow arching at Diagoras as he turned his attention back to him.

"Then I got no one to pay," Diagoras stated with a light shrug, a small smirk quirking up his lips as he met the Doctor's eyes unflinchingly.

"Don't worry," Solomon shifted, levelling a look full of resolve at Diagoras as he flashed the light of his torch upwards illuminating the man's face, making him squint against the brightness, "We'll be back," he swore adamantly.

"Let's hope so," Martha muttered lowly, her hand tight about her torch as she turned and followed Solomon as he started to lead them down the tunnel.

"We will," Sophie murmured reassuringly as she stepped after Martha, only to pause, Frank stepping past her down the tunnel as she turned to look back at the Doctor as the Time Lord didn't move just stared at Diagoras for an extended moment, before he slowly turned away and started after the others.

"Come on, Sparks," he murmured taking her hand in his free one, flicking his torch on and shining it down the tunnel after the retreating forms of the others as they started walking after them. Leaving Diagoras behind.

"I was waiting for you," Sophie reminded him as she glanced at him whilst flicking on her own torch. Her hand squeezing about his as he glanced at her with a small smile quirking up his lips that she returned, before they returned their attention to the tunnel they were walking down, glancing around.

"We just got to stick together," Frank was telling Martha as the two-walked side by side a bit ahead of the Doctor and Sophie, "It's easy to get lost. It's like a huge rabbit warren. You could hide an army down here."

"So, what about you, Frank?" Martha asked glancing at him curiously, trying hard not focus on the fact that they were walking along a cold dark dank sewer tunnel, "You're not from these parts, are you?"

"Oh," Frank glanced at her again with a smile, "You could talk," he teased lightly, "No, no, I'm Tennessee born and bred."

"So, how come you're here?" Martha questioned as she glanced briefly at the Doctor and Sophie as the Time Lord led the other woman past them.

"Uh, my daddy died," Frank murmured as Martha's eyes returned to him, "Mama… couldn't afford to feed us all. So, I'm the oldest, up to me to feed myself, so I put on my coat, hitched up here on the railroads," he explained, "There's a whole lot of runaways in the camp, younger than me, from all over; Missouri, Oklahoma, Texas… Solomon keeps a lookout for us," he grinned at Solomon as he glanced back at the sound of his name. Frank's gaze returned to Martha as Solomon turned away again, "So, what about you?" he asked with a smile, shifting the ropes looped around his shoulder as he continued, "You're a long way from home."

"Yeah," Martha returned his smile, before glancing away her eyes going to the Doctor and Sophie as they fell into step with Solomon, "I'm just a hitcher too," she murmured.

"You stick with me," Frank told her with a reassuring grin as she looked at him again, "You'll be alright."

"So," the Doctor glanced over the top of Sophie's head to look at Solomon, the petite brunette walking in between them, "This Diagoras bloke, who is he then?"

"A couple of months ago, he was just another foreman," Solomon replied, glancing at the Doctor as he spoke, "Now, it seems like he's running most of Manhattan."

Sophie blinked in surprise, her brows arching as she looked at Solomon, "In just a couple of months?"

"How'd he manage that then?" the Doctor questioned, a brow arching at him, rather surprised himself.

"These are strange times," Solomon shrugged, "A man can go from being King of the Hill to the lowest of the low overnight. It's just for some folks it works the other way round."

"Whoa!" the Doctor exclaimed as he noticed something on the ground in front of them, aiming the light of his torch on the green blob that was glowing sickly in the darkness of the sewer tunnel.

"What is it?" Sophie muttered as Martha stepped up beside them.

"Is it radioactive or something?" Martha asked as the Doctor crouched down by it, setting aside his torch, "It's gone off," she grimaced at the stench coming from it, covering her mouth and nose with a hand, "Whatever it is."

The Doctor pulled his spectacles out of his pocket and slipped them over his nose, before carefully picking up the glowing blob.

"And you've got to pick it up," Martha groaned with another grimace as she eyed the blob that was now in the Doctor's hands.

"Picking it up's fine," Sophie murmured with a small shrug before she pulled a bit of a face, "It's if he licks it."

Martha's eyes widened with horror as the Doctor brought the stinking glowing green blob up to his face, "Don't!" she exclaimed.

"I'm not gonna lick it," the Doctor rolled his eyes whilst Martha let out a breath of relief the horrified tension leaving her body.

"Good," Sophie murmured with a nod, bells chiming. She glanced from the blob to the Doctor as he sniffed at the blob, "'Cos I wouldn't be kissing ya anytime soon if you had," she stated and then blushed lightly as she glanced about at the others in the sewer, tugging at the end of her braid that had slipped down over her right shoulder as she leaned down to peer at the blob the Doctor was focusing on.

The Doctor pouted slightly at that, before focusing on the blob once more as he examined it, "Shine your torch through it," he requested, shifting his grip on it slightly as Sophie aimed her torch at the sickly green blob, "Composite organic matter," the Doctor muttered with a slightly furrowed brow, "Martha? Medical opinion?"

Martha blinked at the strange organic matter, "It's not human," she stated confidently whilst Frank and Solomon looked on puzzled at the exchange that was going on between the three, "I know that."

"No, it's not," the Doctor agreed and stood as he looked about the sewer tunnel, "And I'll tell you something else. We must be at least half a mile in," he glanced at Sophie and Martha, "I don't see any sign of a collapse, do you?"

Sophie frowned releasing the end of her braid as she shined her torch about the tunnel with the others and let out a heavy sigh, "No," she groaned.

"So, why did Mr. Diagoras send us down here?" the Doctor questioned frowning as he shone the light of his torch down the tunnel, peering down the length of it through eyes narrowed with rising suspicion.

"Cos, he wanted us down here," Sophie muttered dubiously as she squinted down the dank dark tunnel.

Martha swallowed a bit heavily at that, nervous all over again, "Where are we now?" she asked glancing at them, "What's above us?"

"Well…" the Doctor glanced up, "We're right underneath Manhattan."

"Hmm, so helpful," Sophie muttered with mild sarcasm.

"Cheeky," the Doctor muttered glancing at her with a bit of an amused smirk.

"Git," Sophie shot back.

"You left off 'foxy'," the Doctor pouted at her and Sophie rolled her eyes at him, lips quirking up with amusement as she glanced away from him, cheeks tinged with pink once again as Martha shook her head at them, both exasperated and amused whilst also glad for the small distraction their bit of banter offered.

 ***O*O*O***

"And here," Diagoras addressed the group of men that had gathered in the office he'd claimed as his own. He pointed at a spot on the plans he was showing them, "The crowning glory of the Empire State Building, the mast itself. 1472 feet above New York."

"It's a beautiful thing, sir," the newly appointed foreman nodded as he smiled down at the plans, "And every single one of us is proud of it," the men around him nodded in agreement, "My wife says it's like a… like a spire reaching into Heaven."

"Except the Gates of Heaven need a little decoration," DIagoras replied, "These plates have got to be fixed to the mast," he explained gesturing to the three plates stacked on the chair he was resting his hands against, "Right to the base itself."

"That's ok," the foreman nodded, "That's not too bad," he glanced at the men standing with him as they nodded, before he took a bit of a closer look at the plans in front of them, "Shouldn't take too long."

"But the work has to be finished tonight," Diagoras stated and got a chorus of grumbles from the men standing around the gaping foreman.

"What?" the foreman exclaimed, "Are you trying to kill us?" he protested, "We're flat out up there! C'mon!"

"Don't argue with me!" Diagoras snapped.

"But sir, men can't work up there at night," the foreman continued to protest, "It's freezing. Your hands go numb, you lose your grip, you fall."

"You don't get it," Diagoras glowered at the foreman, "If you won't work…I can replace you like that!" he clicked his fingers for emphasis as he stared intently at the foreman for a moment until the man relented giving a short nod, "Now take those panels and get going."

One of the men walked forward and moved to pick up one of the metal plates, only to find it heavier than he'd expected, "What sort of metal is this anyway?" he asked as he hefted it into his arms with difficulty.

"Don't ask questions, just go!" Diagoras shouted and watched as the men nodded, picking up the remaining panels as they started from the room, "And I don't care how cold it is," he called after the men as they filed out of the door one by one, "How tired you are. Just get out there and finish the job!"

The lift dinged a moment after the last man had stepped from the room leaving only Diagoras in the office. The door slid open and a Dalek glided out of the lift, "The conductor must be complete for our plan to succeed."

"Unemployment is such an incentive," Diagoras smirked, "It'll get done," he assured as he eyed the Dalek that was eyeing him through its single eyestalk, "Don't worry."

"Daleks have no concept of worry," the Dalek stated as they moved towards an exposed section of the floor overlooking the city.

"Yeah?" Diagoras glanced at the Dalek again, "Well, lucky you."

"This day is ending," the Dalek observed, "Humankind is weak. You shelter from the dark. And yet, you have built all this."

"That's progress," Daigoras replied with a shrug, "You got to move with the times or you get left behind."

"My planet is gone, destroyed in a great war," the Dalek remarked, "Yet versions of this city stand throughout history. The Human Race always continues."

"We've had wars," Diagoras sneered, his lips pursing briefly, "I've been a solider myself. I swore then I'd survive, no matter what."

"You have rare ambition," the Dalek stated as it turned its eyestalk to look at Diagoras again.

"I'm gonna run this city," Diagoras replied confidently turning his head from the view of Manhattan to look at the Dalek, "Whatever it takes, by any means necessary."

"You think like a Dalek," the Dalek observed as it continued to eye him.

Diagoras blinked and then smirked in response as he stared at the armour encased alien, "I'll take that as a compliment."

 ***O*O*O***

In the Dalek laboratory, Dalek Sec that had been observing the interaction through a rounded blue tinted screen, turned as two other gold Daleks joined it, before Sec turned back to watching the screen, "This human is our best option," it announced its assessment, "Bring him to me," Sec ordered.

 ***O*O*O***

"Your loyalty will be rewarded," the Dalek told Diagoras acknowledging the order it had been given as it turned from the exposed section of the floor, "Come with me," it demanded as it started gliding across the office back towards the lift. Diagoras falling into step with the Dalek without complaint, eyeing the alien curiously.

 ***O*O*O***

"Prepare the laboratory," Dalek Sec ordered the two gold Daleks with it, "The Final Experiment will begin."

"We obey," the Daleks replied, before turning and gliding away to carry out the order they had been given.

 ***O*O*O***

Diagoras followed the Dalek into the lift, the doors sliding closed after them seemingly by themselves, "Where are we going?" Diagoras asked as the lift started travelling back down the large tower.

"You have been summoned by our leader," the Dalek replied.

"Oh," Diagoras blinked before smiling smugly and straightening up his posture, "And about time too," he murmured as he started to brush off his suit, wanting to make sure that he looked as presentable as he possibly could. The lift doors dinged open and he stepped out of the lift, glancing around at the Dalek machinery as he pulled out a pair of leather gloved from his pocket and slipped them on, walking further into the room. Not paying any attention to the Pigmen that were watching from the sidelines, not thinking anything of their presence, they served the masters after all, as he did.

"I bring you the human," the Dalek that had glided out of the lift after Diagoras addressed its leader as they approached.

"I take it you're in charge?" Diagoras murmured as he eyed the Dalek that was encased in black rather than gold.

"Correct," Sec replied as it eyed the human it had chosen in return, "I am Dalek Sec, leader of the Cult of Skaro."

"Then, my Lord Sec, I am honoured to meet you," Diagoras murmured with a respectful dip of his head, "Ever since you first made contact with me, transmitting your thoughts into the corners of my mind, tempting me with such images, such ideas… oh sir," he breathed beaming a wide giddy grin full of anticipation, "I'd always dreamt that the…"

"Cease talking!" Sec commanded.

"I just wanna let you know how grateful I am…" Diagoras tried.

"I said cease," Sec demanded, "Slaves, secure the human," it commanded.

Diagoras frowned as the Pigmen advanced on him, "But you don't need to do that," he protested, "I'm on your side," he pleaded as the Pigmen grabbed him, "I'm working with you!" he struggled against their grip, "I'm your partner!"

 ***O*O*O***

"We're way beyond half a mile," Solomon commented, frowning, as the five of them continued deeper along the dank sewer tunnel they'd been directed down, their torches held out in front of them, lighting their way, "There's no collapse, nothing."

"That Diagoras bloke," Martha frowned disquieted as she looked at them, "Was he lying?"

"I'd say so," Sophie murmured with a nod, bells chiming softly with the action.

"Certainly looks like it," the Doctor agreed with a sigh and a slightly furrowed brow as they continued to walk along the tunnel.

"So," Frank frowned confused as he eyed them, gaze focusing on Solomon, "Why'd he want people to come down here?"

"Solomon," the Doctor began turning his eyes to the man, his expression serious, "I think it's time you took these three back," he stated with a nod at Sophie, Martha and Frank, "I'll be much quicker on my own."

Sophie frowned in concern, but before anyone could form any kind of reply to the Doctor's suggestion the sound of high pitched squealing echoed through the sewer tunnel towards them, the sound bouncing around the walls making it hard to tell from which direction the sound had come from.

"What in the hell was that?" Solomon questioned lowly as they glanced about for any sign of what had made the sound.

"Hello?!" Frank called, shining the light of his torch about the tunnel, searching for who'd made the noise.

"Shh," Martha shushed him.

"Frank," Solomon started warningly.

"What if it's one of the folk gone missing?" Frank questioned.

"You think that sounded human?" Sophie asked curiously as she glanced at Frank, blinking a little surprised.

"You'd be scared, half-mad down here on your own," Frank replied as he turned his eyes to look at her.

"Do you think they're still alive?" the Doctor asked as Sophie tugged at the end of her thick braid again.

"Heck," Frank shrugged and continued a bit hopefully, "We ain't seen no bodies down here. Maybe they just got lost."

The squealing came again and the five shifted about, eyes darting about the tunnel they were in, "I know I never heard nobody make a sound like that," Solomon murmured, his brow furrowing heavily with growing unease as the Doctor walked a little ahead of them, his torch held out in front of him as he scanned the tunnel with his eyes.

"Where's it coming from?" Frank murmured lowly, his eyes a bit wide with fear, "Sounds like there's more than one of them."

"This way," the Doctor told them and Sophie moved towards him whilst Solomon turned, eyes scanning as he flashed the light of his torch down another tunnel.

"No," Solomon called, "That way," he said as his torch light landed on a figure huddled down against the wall.

"Doctor…" Martha called, looking back at him as Sophie touched his arm and the Time Lord turned to look back at them.

"Who are you?" Solomon called to the huddled figure as the Doctor and Sophie re-joined them, eyes on the lone figure.

"Are you lost?" Frank called and the figure shifted a bit, a low grunt coming from it, "Can you understand me?" he tried and started to move towards the figure, "I've been thinking about folk lost down…"

"It's alright, Frank," the Doctor cut in drawing the man's attention, "Just stay back," the Doctor murmured, before gesturing to Sophie and Martha to stay where they were too, "Let me have a look," he started towards the figure himself, "He's got a point though, my mate Frank," he continued lightly, "I'd hate to be stuck down here on my own," the creature squealed as he got closer, "We know the way out," the Doctor tried to sooth, "Daylight," he tempted, "If you want to come with us," he murmured squatting down in front of the figure, shining the light of his torch on the creature's face and he blinked at the pig-like features, "Oh," he breathed lowly as he stared at the unique creature, "But what are you?"

"Is uh," Solomon began uncomfortably as he stared at the figure's face, "That some kind of carnival mask?"

"No," the Doctor glanced briefly back at Solomon, "It's real," he turned back to the creature, eyes growing sad, "I'm sorry," he murmured, "Now listen to me. I promise I can help," he assured as shadows grew across the wall as something approached, "Now, who did this to you?" the Doctor questioned not noticing the shadows that were growing larger against the wall and creeping steadily closer.

"Doctor," Sophie began her eyes on the shadows moving across the wall towards them, she shifted her torch aiming it in the direction the shadows seemed to be coming from.

"I think you'd better get back here," Martha urged her own eyes on the shadows as Sophie's torch light landed on more Pigmen as they menacingly approached them from the opposite end of the tunnel.

' _Doctor!'_ Sophie projected insistently.

"Doctor!" Martha urged at almost the same moment, her voice rising up a notch with her urgency and alarm as she eyed the advancing Pigmen with trepidation. And the Time Lord glanced up taking note of the approaching figures.

"Actually…" he stood and started backing up towards where Sophie and Martha where standing with Solomon and Frank, "Good point."

"They're following you," Martha couldn't help but point out as the Pigmen stalked after him.

"Yeah, I noticed that, thanks," the Doctor muttered, "Well then, Sparks, Martha, Frank, Solomon…" he trailed and Martha glanced at him anxiously.

"What?"

"Um, basically…" the Doctor began as his hand clasped about Sophie's and she glanced at him a small sense of deja-vu hitting her as he shouted, "Run!" before taking off down the tunnel with her, his hand tightening about her own as they raced back down the tunnel the squealing Pigmen not hesitating to pursue them.

Martha came to a sudden stop when they got to a junction and she glanced about anxious and confused not really recognising where they were in the sewer tunnels, in fact she was quite certain that they hadn't come this way, "Where are we going?!"

"Away from them," Sophie replied, gesturing over her shoulder in the direction the pig-like squeals where coming from with her free hand.

"Yeah," Martha agreed with a bit of a frantic nod, eyes darting around the junction she'd stopped them at, "But where?" she insisted.

"This way!" the Doctor called and hurried past Martha, pulling Sophie with him by their joined hands, turning down the tunnel that went to the right, leading them down it at a quick clip as the Pigmen continued to give chase. He came to an abrupt halt at the mouth of a joining tunnel his eyes catching sight of something and he shined his light towards it swiftly, illuminating the object that was affixed to a wall of the tunnel, "It's a ladder!" he cried and started down it with an urgent encouraging cry of, "Come on!"

He reached into his inner jacket pocket with his free hand as they ran, his torch slung about his wrist by its metal handle, he pulled out his sonic screwdriver, moments before he and Sophie reached the ladder. The Doctor released Sophie's hand and scrambled up the ladder to the closed cover, aiming the sonic screwdriver at it. The slender device whirring away as he unsealed it as swiftly as he was physically capable of, whilst Sophie glanced back the way they'd come anxiously her eyes landing on Martha as she came racing down the tunnel towards them. The Doctor scrambled up and out of the uncovered hole, before turning to peer down it, "C'mon Sparks!" he called to her, reaching a hand down for her as she scrambled up the ladder after him.

Sophie reached up and grasped onto his forearm, his hand clasping about her own as he helped pull her up out of the manhole, before they turned back to it, reaching down for Martha as she hastily made her way up the ladder, pulling her up to safety just as Solomon reached the bottom of the ladder.

"Frank!" Solomon called looking over his shoulder at the younger man who'd picked up a T-bar to ward off the still advancing Pigmen.

Frank glanced back and upon seeing that the others were all safely up the ladder he turned and ran for it, ditching the T-bar in the process.

"C'mon, Frank!" Solomon shouted urgently as he and the Doctor reached down through the hole for him as he started to scramble hastily up the ladder towards them, the palms of his hands sweaty as the Pigmen closed in behind him, "C'mon!"

Frank let out an alarmed cry, his face contorting with his rising terror as the Pigmen grabbed his legs bringing his ascent up the ladder to a halt, his heart pounding as they tried to pull him back down, their high-pitched squeals loud in his ears.

"I've got ya," the Doctor tried to assure as he reached down as far as he could, fingers straining as he leaned precariously down through the manhole and felt Sophie's familiar small gloved hands grip onto him firmly to help keep him from falling back down the hole as he managed to catch hold of Frank's arm, "C'mon," he urged as he pulled, Solomon grasping Frank's other arm, the two men trying to pull him up and out of the reach of the swarming Pigmen, "C'mon!" he shouted, his teeth gritted with the effort.

"Frank!" Solomon shouted with alarm as the Pigmen pulled him from their grasp, his eyes wide with horror and fear.

"No!" the Doctor shouted horrified scrambling to get back down the hole only for Solomon to shove the Doctor away from the open manhole.

"Oi!" Sophie cried in protest, her eyes wide with horror as she tried to grip Solomon's arm, to stop him as he moved to shut the lid on the manhole, "What are you…"

"We can't go after him," Solomon cried shaking off her hand, causing Sophie to stumble right into the Doctor his hands steadying her as Solomon slammed the lid of the manhole on Frank and the Pigmen that had started to climb the ladder.

"We've gotta go back down!" the Doctor insisted as he stepped back towards the manhole, hands closing over the lid moving to tug it open, "We can't just leave him!"

"No, I'm not losing anybody else!" Solomon exclaimed as he shifted standing on top of the closed lid pulling the Doctor up and away from the lid as he continued with a touch of hysteria, raw fear in his eyes as he stared at the three that were staring back at him with wide horrified eyes, "Those creatures were from hell!" he shoved the Doctor away from the lid as he continued, "From hell itself!" he cried and Martha put a horrified hand over her mouth, she felt a gloved hand take her free one and she grasped it gladly as she tried to calm down. Sophie squeezed Martha's hand her teeth sinking into her lower lip harshly, heart pounding in her chest as the Doctor gaped at Solomon for once at a loss for words as incredulity grasped at him.

Behind them a figure moved quietly towards them, a gun grasped tightly in hand as they edged closer and closer.

"If we go after them, they'll take us all!" Solomon continued, "There's nothing we can do," he shook his head shoulders slumping with regret for the young man that was barely out of boyhood, "I'm sorry."

The figure stepped out from behind a shelf and aimed her gun at the four of them, "Alright, then," she called making them turn to look at her, "Put 'em up," she demanded and Martha let go of Sophie's hand as the two raised their hands into the air staring at the blond, "Hands in the air and no funny business," she stated as the Doctor tried to edge forward his eyes darting to Sophie with concern only to still at the sound of the gun cocking seemingly in response to his shifting, he raised his hands, Solomon raising his own at almost the same instant all four of them eyeing the woman warily, "Now, tell me, you schmucks," she glowered at them, "What have you done with Laszlo?"

Sophie blinked a bit at the woman in confusion, "Huh?"

"Laszlo," the woman repeated her eyes narrowing on Sophie.

"Who's Laszlo?" Martha questioned and the woman blinked at them, pausing slightly as she took in the groups obvious confusion.

 ***O*O*O***

The four stood in the doorway of the blond woman's dressing room, Sophie and Martha peering into it around the Doctor's thin frame as he stood in front of them protectively, whilst Solomon stood a little off to the side, all four of them eyeing the woman who slumped down into a chair, the gun still pointed at them.

"Laszlo's my boyfriend," the woman explained, "Or was my boyfriend until he disappeared two weeks ago," she let out a low disappointed sigh, "No letter, no goodbye, no nothin'. And I'm not stupid," she huffed waving the gun about wildly with her agitation as she continued, "I know some guys are just pigs but not my Laszlo," the four in the doorway tracking the guns movement as she continued waving it around even pointing it at herself before aiming it back at them with jerky movements, "I mean," the emotional woman continued her brow furrowing, "What kind of guy asks you to meet his mother before he vamooses?"

"Yeah," the Doctor muttered his eyes still on the gun that was back pointed at them, "It might, might just help if you put that down," he stuttered a little as he gestured at the gun and the woman blinked at him in obvious confusion.

"Huh?" she muttered and then her eyes fell on the gun in her outstretched hand, "Oh, sure," she agreed lightly and tossed it onto another chair and the four flinched at the careless action, "Oh, come on," she gave a laugh, "It's not real."

Sophie blinked at the woman, brows raised, "Seriously?"

The woman nodded a hand going to her perfectly styled blond curls as she turned back to the mirror she was seated in front of, "It's just a prop. It was either that or a spear."

' _Really? Again?'_ Sophie couldn't help but think incredulously, that was the second time in what was technically the same day at least for the three time travellers that she and Martha had been held up by someone using a fake gun.

' _Don't complain,'_ the Doctor chided, rather glad that the gun had been fake. The way the woman had been waving it about it could have very well gone off on accident if it had been real.

' _I'm not,'_ Sophie replied glancing at him, their eyes meeting, _'Just again?'_ she projected incredulity entering her tone once more, _'Seriously?'_

' _Seriously,'_ the Doctor projected in agreement, his lips pursing slightly not exactly happy with the reminder of the two idiots who'd kidnapped Sophie and Martha in the New New York of New Earth only hours ago.

Martha stepped forward past the Doctor and Sophie and into the dressing room, feeling much more at ease now that the gun, fake or otherwise, wasn't being waved about, "What do you think happened to Laszlo?"

"I wish I knew," the woman murmured her hand stilling as she paused in freshening up her make-up as she glanced at them again, "One minute he's there, the next, zip," she shifted in her chair turning away from the mirror to face them again, "Vanished."

"Listen," the Doctor began stepping further into the room, "Ah," he eyed the woman, "What's your name?"

"Tallulah," the woman replied as Sophie stepped into the room whilst Solomon lingered in the doorway.

"Tallulah," the Doctor began again only to get interrupted.

"Three Ls and an H," Tallulah informed him.

"Right," the Doctor blinked and nodded whilst Sophie felt her brows quirking upwards as she eyed Tallulah with a bit of bemusement, "Um, we can try to find Laszlo, but he's not the only one," he started to explain as Tallulah blinked and started to frown at them, "There are people disappearing every night."

"And there are creatures," Solomon murmured with a fearful shiver and shook his head, "Such creatures," he muttered before sighing out another regretful breath. He doubted he'd ever forget the look on Frank's face… just another thing to join the many others that haunted him after fighting in the war.

"Whaddaya mean, 'creatures'?" Tallulah asked her eyes wide as she glanced from one person to the next, recalling that they'd been shouting. It's what had drawn her out of her dressing room and into the prop room to begin with.

"Look," the Doctor interjected drawing Tallulah's eyes back to him, "Listen, just trust me. Everyone's in danger," he reached into his coat pocket, digging around in its depths for the blob he'd tucked away in there earlier, "I need to find out exactly what this is," he stated as he pulled the sickly green blob out of his pocket, showing it to Tallulah who immediately blanched at the sight of it, "Because then I'll know exactly what we're fighting."

"Yech!" Tallulah grimaced, leaning back from it, her nose crinkling at the horrid stench that was coming from it.

 ***O*O*O***

The Doctor had shrugged out of his coat and was moving about the props room looking for equipment he could use to fashion a basic DNA scanner out of the pieces. He was fiddling with one when Solomon stepped back into the room, "How about this?" he asked holding up a small radio for the Doctor to see, "I found it backstage."

"Perfect," the Doctor beamed as he took it, deftly opening up the back of it and peering inside, "It's the capacitors I need. I'm just rigging up a crude little DNA scan for this beastie," he nodded over at where he'd set down the green blob, "If I can get a chromosomal reading," he continued as he reached into his inside jacket pocket and pulled out his sonic screwdriver, flashing it over the radios insides, "I can find out where it's from."

"How about you, Doctor?" Solomon asked, eyeing the man watching as he fiddled with the radio and his strange buzzing device, "Where are you from? I've been all over. I've never heard anyone talk like you. Just exactly who are you?"

"Oh," the Doctor murmured, slightly distracted as he pulled out a piece of the radio, lifting it up towards his mouth as he blew on it, "I'm just sort of passing by."

"I'm not a fool, Doctor," Solomon replied.

"No," the Doctor agreed with a nod, hands stilling as he looked up from what he was doing with the radio, "Sorry."

Solomon nodded as he turned walking over to the sewer entrance they'd climbed out of the lid still firmly closed, "I was so scared, Doctor. I let them take Frank 'cos I was just so scared," he turned back to the Doctor, "I gotta get back to Hooverville. With these creatures on the loose, we gotta protect ourselves. Ain't no one else gonna help us."

"Good luck," the Doctor murmured with a nod as Solomon started from the room, tracking him with his eyes.

"I hope you find what you're looking for," Solomon paused, turning to the Doctor again, "For all our sakes," he gave the Time Lord a parting nod before strolling from the room. The Doctor turned back to what he was doing, brow furrowing in concentration as he focused on the radio he was fiddling with.

 ***O*O*O***

Tallulah sat, seated at her dressing table once again, now in her costume for her performance that night. Sophie and Martha seated behind her on a light green sofa, watching as she went about putting on the final touches, her earrings at the moment, "Laszlo…" she sighed a bit wistfully, "He'd wait for me after the show. Walk me home like I was a lady."

Sophie smiled at her, "Sounds like he's a real gentleman," she murmured.

Tallulah beamed a grin at her through the mirror as she reached for her powder, moving to do the final touches to her make-up for her show, "Yeah. He's nothing fancy or well to-do or anything," she continued, "But he'd leave a flower for me on my dressing table," her lower lip wobbled slightly but she caught herself, her heart aching missing him with its every beat, "Every day, just a single rosebud."

Martha stood and walked over to the dressing table, coming to stand beside her, "Haven't you reported him missing?" she asked, it was one of the first things that she would do if someone, she loved as dearly as Tallulah seemed to love this Laszlo bloke of hers, had gone missing without a word.

"Sure," Tallulah scoffed, glancing at her, "He's just a stagehand. Who cares?" she muttered, eyes sad as she frowned upset as she added rather bitterly as she recalled her concerns over her sweet Laszlo falling on deaf ears, "The management certainly don't."

Sophie got up and walked over to stand on Tallulah's other side, "We do," she murmured, drawing the blonde's gaze again, "We care."

Tallulah smiled at her again, the action as sad as it was grateful, "That's sweet," she murmured, moving to dab some more rouge to her cheeks.

"Can't you kick up a fuss or something?" Martha asked.

"Ok," Tallulah huffed glancing at Martha as she continued her hand stilling in its work, "So then they fire me."

"But," Martha frowned a little confused, "They'd listen to you," she insisted, "You're one of the stars," management bent over backwards for their stars.

"Oh, honey," Tallulah sighed her expression lightening slightly as she cracked another sad smile, "I got one song in a backstreet revue and that's only because Heidi Chicane broke her ankle. Which had nothing to do with me whatever anybody says," she shook her head and sighed, "I can't afford to make a fuss. If I don't make this month's rent, then before you know it," she shivered a bit, pulling a small face at the idea, "I'm in Hooverville."

"Ok," Martha nodded a bit, her brow furrowed a bit as she eyed Tallulah, before she let out a low sigh, "I get it."

"It's the Depression, sweetie," Tallulah sighed as she stared at herself in the mirror again, "Your heart might break, but the show goes on and if it stops, you starve," she stood, "Every night I have to go out there, sing, dance, keep going, hoping he's gonna come back…" her voice cracked and she started to cry.

"I'm sorry," Martha murmured as she pulled Tallulah into a hug whilst Sophie placed a comforting gloved hand on her shoulder as Tallulah hugged Martha back as she allowed herself to cry for a couple of moments.

Tallulah pulled back from the hug, wiping carefully at her eyes all so aware of the make-up she had carefully applied and would probably have to touch up again now before it was time for her go on stage.

"You ok?" Sophie asked with concern her hand slipping from Tallulah's shoulder as the blond composed herself.

"Mm, yes," Tallulah sighed before she smiled looking at Sophie, "Hey, you're lucky, though," the petite brunette blinked at her a little confused.

"I am?" Sophie questioned.

"You got yourself a forward thinking guy with that hot potato in the sharp suit," Tallulah murmured with a nod.

Sophie blinked again, _'Hot potato?'_ she thought with a bit of bemusement at the term even as she felt herself blush as she realised what Tallulah was getting at, "Uh, um…" she stuttered slightly. Had she really been that obvious… it was possible. She found it awfully hard to keep her eyes off him, "Uh, yeah," she nodded, bells chiming and fingers tugging at the end of her braid again a little awkwardly. The corners of her lips twitching up into a small warm smile, her cheeks still feeling rather hot, "I am."

"What about you?" Tallulah asked focusing on Martha again, "You got anyone waiting for you back home?"

"Oh, uh," Martha shifted a little uncomfortably, "No," she shook her head in the negative, "Not as such."

"Oh," Tallulah murmured, "That's a shame. Still," she offered Martha a friendly smile, "Ya got to live in hope. It's the only thing that's kept me going 'cos," she reached down and picked up a white rose from her dressing table, "Well, look," she held it up to shoe them, "On my dressing table every day still."

Martha took the white rose carefully looking at it before glancing back up at Tallulah, "You think it's Laszlo?"

"I don't know," Tallulah shook her head as Sophie stared at the rose Martha was holding with a pensive expression, "If he's still around, why is he being all secret like he doesn't want me to see him?"

 ***O*O*O***

The sun had set and night had fallen. Rain beat down on the men of Hooverville as they stood before Solomon listening intently as he addressed them, "The stories are all true. People are being taken. We lost Frank today. He was stolen from right in front of me. No more," Solomon vowed as he eyed the men gathered before him, "I swear to you, no more. Now, I made a pledge that this place would be a peaceful place, but now it's time to take up arms."

"Yeah!" the men cheered.

"We need weapons," Solomon informed them, drawing on years worth of experience serving in the army, "We need sentries on duty. We need men prepared to fight! We've got to protect ourselves because you know no one else will."

"That's right!" the men cried, nodding in agreement.

"Now get moving. Arm yourselves," Solomon commanded, "Come on!" and the crowd dispersed to gather weapons to arm themselves with.

 ***O*O*O***

"I can't feel my fingers!" the newly appointed foreman shouted to the other man he was working with, the both of them huddled about the mast as they worked to attach the plates they'd been given to it, the wind howling and rain battering down on them, freezing them as the night deepened growing colder, "We can't stay here for much longer!" he cried in warning, already feeling the beginnings of numbness in his hands, "We'll fall!"

"C'mon," the second man urged, forcing his numbing fingers to move faster to attach the plates to the mast, "We're nearly done!"

 ***O*O*O***

Dalek Thay turned from its examination of the solution, gliding a short distance over the floor of the lab to address Dalek Sec, "The chromatin solution is ready," it reported.

"Then our preparations are complete," Sec replied.

"What are you doing?" Diagoras questioned, shifting a bit against the hold the Pigmen had on his arms, "Preparations for what?" he swallowed nervously as Sec's eyestalk twitched so that the alien was looking at him.

"This is the Final Experiment," Sec stated.

"Whaddya mean?" Diagoras frowned, before he glanced at the Pigmen that were on either side of him, restraining him, "Do you mean this pig men things?" he asked with growing horror, his eyes turning back to the Dalek, "You're not going to turn me into one of those," he started to struggle with a desperate need to survive, "Oh, God, please don't!"

"The pig slaves are primitive. The Final Experiment is greater by far," Sec explained as Diagoras continued to try and struggle free.

"But how does that involve me?" he asked, his eyes widening with growing fear and desperation as his heart pounded in his chest.

"We need your flesh," Sec stated, "Bring him to me!" he commanded the other Daleks that were eyeing him.

"Halt!" Thay demanded, it's protruding stalks quivering as it eyed Sec, "This action contradicts the Dalek Imperative."

"Daleks are supreme," a third Dalek cried as it too eyed Sec, "Humans are weak," it stated emphatically.

"But there are millions of humans and only four of us," Sec rebutted confidently, "If we are supreme, why are we not victorious?" it questioned and the three other Daleks remained quiet, watchful as Sec continued, "The Cult of Skaro was created by the Emperor for this very purpose. To imagine new ways of survival."

"But we must remain pure," Thay stated just as emphatically as the other Dalek, believing that as an unshakable truth.

"No, Dalek Thay," Sec cut in, "Our purity brought us to extinction. We must adapt to survive. You have all made sacrifices…" and the third Dalek, that had sacrificed its side panels for the mast, sucker and laser gun quivered slightly, "And now," Sec continued, "I will sacrifice myself for the greater cause, the future of Dalek-kind. Now bring me the human!" Sec demanded, it's voice rising with irritation.

"I don't understand," Diagoras protested with alarm as the Pigmen dragged him forward despite his resistance, "What do you mean?" he struggled harder, "Get off me!" he demanded only for the Pigmen to ignore him.

"Behold," Sec cried, his casing starting to open, "The true Dalek form," and Diagoras stared horrified at the alien inside the black armoured casing, "Now you join with me."

"No!" Diagoras struggled as hard as he could, but the Pigmen, hands tightened further about his arms and continued to drag him forward with little trouble, "Get off me!" he cried with growing desperation, "I did everything you asked of me!" he shouted and shook his head, digging in his heels uselessly, "No!"

Sec reached out with its tentacles, wrapping them about Diagoras' thrashing form, sucking the terrified human into it, enveloping Diagoras completely, before closing its protective casing once again.

 ***O*O*O***

Up on a balcony that served as the theatre's lighting gallery, the Doctor had commandeered one of the spotlights, aiming it at the green blob that he'd attached to his crude little hand-made scanner with wires.

"That's it," the Doctor murmured as he finished adjusting the spotlight and stepped back over to the scanner, "Let's warm you up," he crouched down in front of it, slipping his spectacles from his pocket and putting them on, brown eyes intense and brow furrowed as he closely examined the blob.

 ***O*O*O***

"Girls," Tallulah called to her fellow showgirls, decked out in her white Angel costume fluffy wings and all, smiling widely at them as they glanced back at her pausing in what they were doing, "It's showtime!"

"Lois," one of the women portraying a Devil in red called to another woman dressed in red, "You spoil my chasse tonight, I'm going to punch you."

"Aw, quit complaining, Myrna," Lois called back, her tone sickly sweet as she rolled her eyes at the woman, "Go buy yourself some glasses."

"Come on, honeys," Tallulah called to Sophie and Martha grinning at the pair as she beckoned them over to her, "Take a look," she gestured behind her to the stage the other showgirls where making their way down the hallway towards. She eyed them with preshow excitement, "You two ever been on stage before?"

"Oh, a little bit," Martha murmured.

"Just the once," Sophie hummed with a small nod the two exchanging a look and a smile before their eyes returned to Tallulah.

"You know, Shakespeare," Martha stated still smiling.

"How dull is that?" Tallulah laughed and pulled a bit of a face at them, her nose scrunching in distaste at the thought of Shakespeare's works.

Sophie grinned with a bit of amusement, "Not as dull as you might think," she replied exchanging another look with Martha, "Despite the frustrating language."

"Oh, I know," Tallulah nodded with a slight grimace at that, "I can never understand a word," she admitted before smiling brightly at them again, "Come and see a real show," she urged them and took them by the hands pulling them along after her as she hurried towards the wings at the back of the stage needing to get herself into position.

 ***O*O*O***

"This is artificial," the Doctor muttered with a frown, tweaking one of the knobs of his crude little DNA scanner.

"Ladies and gentleman…" an announcers voice came over the speakers, the Doctor barely hearing it as he focused on the blob, "The Laurenzi…"

"Genetically engineered," the Doctor continued, eyeing the blob as he nodded to himself, "Whoever this is, oh," he breathed, "You're clever."

"Dancing Devils…"

 ***O*O*O***

"…With Heaven and Hell!" the announcer finished and the curtains opened to reveal the chorus line, the girls dressed in red sequined dresses with tails and horns. They pulled back their red feather fans as they parted, revealing Tallulah in her Angel white sequined dress with her fluffy wings and halo atop her head.

Tallulah sashayed up to her microphone, "You lured me in with your cold grey eyes," she sang, "Your simple smile, your bewitching lies. One and one and one is three. My bad, bad Angel, the Devil and me. You put the Devil in me. You put the Devil in me. You put the Devil in me," Sophie and Martha smiled as they watched from the wings, "My bad, bad Angel," Tallulah crooned, "You put the Devil in me."

The showgirl's shifted about the stage as the dancing started and Sophie blinked as Martha nudged her, "What is it?" Sophie asked in a whisper as she glanced at Martha.

"Look," Martha whispered back nodding at the figure that she'd spotted at the other end of the stage, watching the performance from the wings as they were.

"Oh," Sophie murmured as her gaze landed on the Pigman who's gaze was fixed on the showgirls, watching Tallulah with longing, "What are you doing?" Sophie whispered with alarm as Martha moved to step out from the wings and onto the stage.

"To talk to him," Martha whispered back once more as she glanced at Sophie again.

Sophie glanced at the Pigman again who was so focused on the performance that he hadn't noticed them yet, "Ok," she nodded slightly her gaze returning to Martha, "But we should go round," she murmured.

Martha shook her head adamantly, "It'd take too long," she argued her voice still hushed, "He could be gone when we get there and we'd have no idea where he went," she stated, before she turned and started for the stage again.

"Oh," Sophie groaned, tugging at the end of her braid, "This is such a bad idea," but still she crept along behind Martha, unwilling to let her go on her own, no matter how bad of an idea she thought it was to attempt to cross the stage unseen as the showgirls danced for the cheering and clapping audience.

"What are you doing?" the showgirl, Sophie thought it was Myrna, hissed at them as they crept passed her. Sophie glanced at her apologetically whilst Martha just kept going only to trip and almost fall Sophie reaching out to grab her by an arm to steady her, but it was too late as Martha had reached out to steady herself grabbing one of the Devil's tails on accident causing the dancer to fall.

Sophie slapped a hand to her face as she grimaced in mortification as she felt heat flood her cheeks, so much for going unnoticed as the crowd started to laugh even as they continued to clap and cheer assuming it was all part of the show.

"What are you doing?" Tallulah demanded of them, frowning as she stared at the two that she'd allowed to watch from the wings whilst Lois tried and failed to get up as Martha straightened herself out.

"You're on my tail!" Lois hissed up at Martha, the girl's foot now on her tail, "Get off my tail!" she demanded mortified.

"Sorry," Sophie muttered apologetically, still blushing heavily as she helped guide Martha off Lois' tail her free hand yanking awkwardly at the end of her braid, whilst Lois' continued to glower up at them, "So sorry."

 ***O*O*O***

The Doctor pressed the end of the stethoscope he'd pulled out his pocket to the blob, listening to it intently, brow furrowing in concentration, "Fundamental DNA type 467-989," he blinked, "989," he muttered, "Hold on," his eyes widened, "That means planet of origin," he murmured with complete disbelief and horror, "Skaro."

' _Sparks!'_ he couldn't help but think anxiously as he all but shot to his feet, stethoscope getting thrust back into the depths of one of his pockets as he dashed off towards the door, hearts pounding in his chest.

 ***O*O*O***

"We should've just gone round," Sophie bemoaned quietly, cheeks still burning, as the audience's laughter at the chaos she and Martha had caused grew hysterical.

"Yeah, well, hindsight's twenty/twenty," Martha muttered in response, feeling rather mortified herself she hadn't meant to disrupt the girls!

"Get off the stage," Tallulah hissed at them as the audience continued to clap and laugh, half terrified that she'd get fired over this incident. She was the one to invite them backstage, "You're spoiling it!"

"But look," Martha insisted as she glanced at Tallulah, "Over there!" she pointed at the Pigman that she and Sophie had been trying to get to, the Pigman visibly startling in the realisation that he'd been spotted.

Tallulah followed her finger, her eyes landing on the Pigman and she screamed shrilly and the Pigman turned and fled.

"Hey!" Martha shouted, before taking off after it.

"Ah, bugger," Sophie muttered as she too gave chase rather glad to finally be off the stage as she ran after Martha and the Pigman.

"Wait!" Martha called as she and Sophie chased it through the hallways of the backstage area. The Pigman didn't slow, if anything he ran faster, "But you're different to the others!" Martha continued as they followed it, seeing it slip into the props room, "Just wait!" Martha insisted as they chased it into the room.

There was a loud clang and they skidded to a stop, "He's gone," Sophie muttered as they glanced around the room, both slightly out of breath from their swift sprint, "Probably right back into the sewers."

Martha nodded in agreement, trying to catch her breath. Neither noticing shadows creeping towards them.

 ***O*O*O***

"It was like something out a movie show," Myrna cried with a shudder as she recalled the creature they'd glimpsed as she crowded with the other showgirl's backstage.

"Oh, that face," Lois breathed with horror and shook her head as she rubbed at her arms, "I ain't never gonna sleep."

The Doctor ran in and swiftly made his way over to the shaken Tallulah, "Where are they?" he asked urgently grabbing her as she shifted to look at him, her eyes widening a little in alarm at his expression, "Where's Sophie and Martha?"

"I don't know," Tallulah replied and shook her head at him, "They ran off the stage," she informed him.

 ***O*O*O***

Sophie's eyes widened as she caught sight of a shadow moving behind Martha and she stiffened, "Martha…" she began in a hushed whisper, making Martha still, only for a startled scream to escape Sophie in the next instant as she was grabbed from behind…

 ***O*O*O***

The Doctor stiffened at the scream, before he turned and dashed in the direction the sound had come from. Tallulah following after him as a second scream rent the air a second after the first, this one less familiar too him, but recognisable all the same.

' _Doctor!'_ he heard Sophie call to him urgently and he sprinted harder, his hearts pounding against his ribcage as he burst into the props room, glancing about as he swiftly moved through it, ignoring the presence of Tallulah as she continued to follow him, "Sparks?!" he shouted out loud, "Martha?!" he paused in his stride as he caught sight of the crooked sewer lid as it sat on top of the sewer entrance.

The Doctor turned and picked up his coat from where he'd tossed it earlier, swiftly shrugging it on, _'I'm coming, Sparks,'_ he projected to her.

' _I know,'_ he heard her reply and he smiled slightly at that, _'I'm sorry,'_ came next and his smile faded as concern flared sharply once more, _'The Pigmen got us. We're being led through the sewers… dunno where.'_

The Doctor nodded and started for the sewer entrance, his expression set in a determined line, he'd figured as much.

"Where are you going?" Tallulah frowned as she eyed him.

"They've taken her," the Doctor replied, "Taken both of them," he corrected, swallowing heavily as he pushed the cover off the sewer entrance completely.

"Who's taken them?" Tallulah insisted, only to be ignored as the Doctor started climbing into the manhole, "What're y'doin'?" she tried again as he started down the ladder, "I said," she huffed with irritation, "What the hell are ya doin'?" she shook her head, "Crazy guy," she muttered before looking around, catching sight of a long fur coat, she went over to it and slipped it on over her costume before she followed him down the ladder.

"No," the Doctor shook his head adamantly as he turned back to the ladder at the sound of heeled feet coming down the ladder after him, "No, no, no, no way," he continued just as adamantly as she stepped off the last rung, "You're not coming."

"Tell me what's going on," Tallulah demanded with a frown as she turned to him, eyeing him with determination.

"There's nothing you can do," the Doctor replied, "Go back," he urged insistently, wanting nothing more than to be heading off through the sewer, to find Sophie.

"Look," Tallulah huffed at him, "Whoever's taken Sophie and Martha, they could've taken Laszlo," her lower lip trembled slightly, "Couldn't they?"

"Tallulah," the Doctor sighed impatience gnawing at him, as he eyed the stubborn blond, "You're not safe down here."

Tallulah shifted, her chin tilting upwards into a stubborn angle, "Then that's my problem," she stated flatly, "Come on, which way?" she asked even as she started forward going down one of the tunnels a short way.

The Doctor sighed out a breath, "This way," he called after her reluctantly, before he turned and started down the tunnel directly in front of them starting off in the direction he could feel Sophie. Tallulah turning about and following him closely as she eyed the tunnel they were walking down with distaste.

 ***O*O*O***

"No!" Martha shouted as she struggled against the hold of the two Pigmen that were marching her down one of the sewer tunnels, their hands tight about her arms as she tried to break free of their grip. Whilst Sophie remained quiet as two more Pigmen marched her down the tunnel after Martha, her face a blank mask as she glanced about the tunnel they were in, doing her best to memorise the path the Pigmen had taken to get them here.

"Let me go!" Martha cried struggling in vain, "Let the both of us go!" she insisted a moment before the Pigmen pushed her against a wall, releasing her as she'd wanted but not going anywhere, staring at her.

"Oi!" Sophie huffed as she too was pushed rather roughly against the wall beside Martha, "You ok?" she asked as she glanced at Martha who was rubbing at her wrists that felt rather bruised from the Pigmen's grip.

Martha took a breath and swallowed heavily as she glanced at Sophie, her expression pinched with fear, "Y-Yeah," she murmured nodding, "Been better but…"

"Yeah," Sophie murmured as Martha trailed not needing her to finish, bells chiming softly as she nodded, before smiling slightly, "We'll be alright," she murmured and then glanced at the Pigmen, before looking back at Martha and discreetly gesturing at her head.

Martha blinked at her for a brief moment, before Sophie's meaning clicked and she let out a soft breath of relief, "That's good," she murmured, that was probably how Sophie could look so calm Martha mused as she eyed Sophie out of the corner of her eye… or perhaps she was just used to this kind of thing happening? Before Martha could ponder any longer on how calm Sophie appeared as she stood beside her against the wall, her attention was diverted by more Pigmen as they came down the tunnel towards them escorting a line of humans.

"Martha! Sophie!" One of the men in the line called to them and both women turned their eyes too him.

"Frank!" Sophie exclaimed her eyes widening with surprise and smiled in relief.

"You're alive!" Martha exclaimed hugging him tightly, "Oh!" she breathed with relief, "I thought we'd lost you."

"Glad to see that we haven't," Sophie murmured, before one of the Pigmen pushed them to keep the line moving.

"Alright, alright, we're moving," Martha groused as they started shambling along down the tunnel falling into step with the line.

"Pushy creatures," Sophie muttered eyeing the Pigmen with a slight frown creasing her brow, that were leading them along with a single-minded purpose.

"Where are they taking us?" Frank asked nervously.

"I don't know," Martha shook her head as they continued to walk, "But we can find out what's going on down here."

"Probably taking us to whoever's in charge of them," Sophie posited.

"Did your uh," Martha hesitated a brief moment as Sophie looked at her recalling how uncomfortable she'd been talking about her telepathy in that car with Milo and Cheen, "Abilities tell you that?"

"No," Sophie murmured quietly before sighing out a low breath, blue eyes troubled, "I tried," she admitted with a small grimace glancing at Martha who blinked at her as she stared at her, a hand taking hers and squeezing in a silent encouragement to continue, not a lick of judgement in her gaze as she waited for Sophie to continue, "But it's like they're on a different wave length or frequency or something," she muttered with a frown, "Couldn't hear a thing from them, but… I get the impression that something or someone else is controlling them… besides," she made a small gesture at the Pigmen, "They don't exactly seem like they are in charge of themselves."

Martha nodded in agreement as she eyed the Pigmen with a considering frown, "They do seem like the following orders type," she muttered before she focused on Sophie again, eyes a little hopeful as she asked, her voice dropping lower, "And the Doctor?"

"He's…" Sophie trailed briefly feeling his consciousness brush her own and she smiled a little as she brushed back, "Not far," she blinked as she got an impression of his mild annoyance, a smile touched her lips amused despite herself, "And not alone."

Martha blinked at her brows quirking in silent question as she eyed her, whilst Frank stared at the two of them completely lost in that moment. The three fell silent however as a Pigman behind them gave them another shove.

 ***O*O*O***

"When you say, 'they've taken her'," Tallulah continued to yap at the Doctor as she ducked under a portcullis after him as she followed him down the dank sewer tunnel, ignoring his continued tense silence, "Who's they exactly?" she eyed his back a bit curiously, "And who are you anyway? I never asked."

"Shh," the Doctor hissed from behind gritted teeth, his eyes narrowing and his keen ears pricking as he stared down the tunnel.

"Ok, ok," Tallulah muttered as she rolled her eyes.

"Shh," the Doctor insisted, "Shh, shh, shh, shh, shh," he urged as a shadow loomed over the wall, heading towards him, a shadow that had his hearts freezing in his chest. No, it couldn't be. It just, it couldn't be!

"I mean," Tallulah continued oblivious to the Doctor increased tension and unable to keep herself silent, "You're handsome and all…"

The Doctor spun covering her mouth with his hand, effectively silencing her as he dragged her into a service alcove a moment before a Dalek appeared in the tunnel, gliding down it, not noticing the two in the alcove.

It passed and the Doctor stepped back out of the alcove, releasing Tallulah as he stared after the Dalek, "No, no, no, no, no, no, no," he denied shaking his head, "They survived," he swallowed heavily, "They always survive while I lose everything."

"That metal thing?" Tallulah asked as she stepped out of the alcove, turning her gaze from the tunnel to the Doctor, her hand clasping about his arm insistently, determined that he'd answer her this time, "What was it?"

"It's called a Dalek," the Doctor replied shaking off her hand, "And it's not metal, it's alive."

"You're kidding me," Tallulah laughed with disbelief.

"Does it look like I'm kidding?" the Doctor rounded on her with a glare and Tallulah swallowed at the look on his face, "Inside that shell is a creature born of hate, who's only thought is to destroy everything and everyone that isn't a Dalek too. It won't stop until it's killed every human being alive."

"But if it's not a human being, that kind of implies it's from outer space," Tallulah protested with growing confusion. The Doctor shot her a look that spoke volumes, "Yet again," Tallulah muttered with a bit of shiver, "That's a 'no' with the kidding. Boy…" she took a breath trying to rap her head around it, "Well, what's it doing here, in New York?"

The Doctor shook his head looking away from her, brow furrowed and hearts pounding heavily in his chest as his hands clenched into fists. He didn't know, he gritted his teeth together as he swallowed heavily, but they had his Sparks.

 ***O*O*O***

"Stop the process," Dalek Thay ordered turning to a second Dalek in the room as smoke billowed out from Sec's protective casing, "Dalek Sec is failing."

"No," Sec commanded, it's voice strained with the effort of speaking, "The experiment must continue. Administer the solution," Sec ordered, "We must evolve," it strained as the second Dalek started to glide forward towards Sec, a needle protruding from its sucker arm, "Evolve!" Sec cried, "Evolve!"

The second Dalek administered the solution to Sec, injecting it through Sec's protective casing, before gliding backwards.

 ***O*O*O***

"Every second your down here, you're in danger," the Doctor gritted out as he marched back down the tunnel, a hand locked around Tallulah's arm, dragging her along, regretting that he'd even let her come in the first place, "I'm taking you back right now," he muttered as they turned a corner and he stopped short at the sight of one of the Pigmen. Tallulah screamed at the sight and the Pigman flinched back, cowering, trying to hide itself from their eyes as if deeply ashamed by what had been done to it.

"Where's Sophie?" the Doctor asked through gritted teeth, approaching the Pigman, eyeing its form, the dark hair still on its head, "Martha? What have you done with them?" he demanded to know his brow furrowed deeply, "What have you done with my Sparks?!"

"I didn't take her. Either of them," the Pigman replied, still trying to carefully keep its face hidden in the shadows as it cowered against the wall.

The Doctor paused, eyes narrowing slightly in consideration, "Can you remember your name?" he asked his voice softening slightly.

"Don't look at me," the Pigman begged as it kept its face turned into the shadows, cowering closer against the wall as the Doctor stepped closer.

Tallulah took a couple of tentative steps forward, eyeing the creature cautiously, "Do you know where they are?"

"Stay back!" the Pigman demanded in response to Tallulah's advance a hand thrusting out to keep her back terrified that she'd recognise him, "Don't look at me!" he begged again, face still carefully hidden in the shadows.

"What happened to you?" the Doctor asked gently as he peered at the Pigman that as he stared closely looked far more like a man than a pig, unlike the others that had chased them through the sewers earlier.

"They made me a monster," the Pigman muttered sadly.

"Who did?" the Doctor persisted.

"The masters," the Pigman replied, a bitterness entering his tone.

"The Daleks," the Doctor nodded, brow furrowing again, he'd figured they'd had something to do with it, but, "Why?"

"They needed slaves," the Pigman began to explain, "They needed slaves to steal more people so they created us. Part animal, part human. I escaped before they got my mind, but it was still too late."

"Do you know what happened to Sophie? To Martha?" the Doctor asked, he knew they'd been taken could feel Sophie close by somewhere in the maze of sewer tunnels, but that didn't explain, "What they want with them?"

"They took them," the Pigman murmured guiltily, he hadn't meant to be seen, hadn't wanted to be seen, "It was my fault. They were both following me."

Tallulah frowned at the creature, "Were you in the theatre?"

"I never…" the Pigman trailed hesitating as he eyed Tallulah from the shadows still trying to keep his face hidden, "Yes," he admitted with a defeated sigh.

"Why?" Talullah persisted with confusion as she eyed the cowering Pigman quizzically, "Why were you there?"

"I never wanted you to see me like this," the Pigman murmured sadly, shoulders slumping.

"Why me?" Tallulah asked, frowning, still confused, "What do I gotta do with this?" she gave her head a shake, "Were you following me?" she murmured trying to make sense of it, "Is that why you were there?"

The Pigman shifted, turning so that they could see him, his eyes focused on Tallulah, ignoring the impatiently shifting Doctor, "Yes," he admitted.

"Who are you?" Tallulah frowned.

"I was lonely," the Pigman lamented.

"Who are you?" Tallulah insisted, her heart stuttering in her chest as she peered at the creature, something striking her as familiar.

"I needed to see you," the Pigman murmured apologetically.

"Who are you?" Tallulah asked again, unwilling to relent as she stared trying to place him as her heat pounded.

"I'm sorry," the Pigman turned away again.

"No, wait," Tallulah cried, gasping as she reached out to him, turning him back around with gentle but insistent hands, "Let me look at you," she stepped back pulling him into a dim light, peering up at him her eyes widening in recognition, "Laszlo?" she breathed and he gave a slow reluctant nod of confirmation, "My Laszlo?" she whispered, "Oh," Tallulah cried with despair, her voice breaking, as she took in the sight of him, "What have they done to you?"

"I'm sorry," Laszlo murmured quietly, "So sorry."

"Laszlo," the Doctor cut in drawing his attention from Tallulah who was staring at him with love and deep sorrow at what had happened to him whilst she'd been trying to keep herself afloat, "Can you show me where they are?" he could feel Sophie, he could but there was still a chance that he'd get lost in the winding maze of sewer tunnels if he could be guided right to them, that would be so much quicker than finding his own way through the maze of sewer tunnels and he'd already lost so much time as it was.

"They'll kill you," Laszlo warned as he stared at the man who merely continued to meet his gaze unflinchingly.

"If I don't stop them, they'll kill everyone," the Doctor stated, and that was something he wouldn't allow to happen.

Laszlo stared at him for another brief moment before he gave another slow nod, "Then follow me," he murmured before sighing out a breath as he turned and started to lead them down the sewer tunnel.

 ***O*O*O***

"What are they keeping us here for?" Frank asked as they stood with others in a section of the sewers, just waiting, the Pigmen having brought them to a halt a few moments ago.

"I don't know," Martha shook her head and glanced around, "I've got a nasty feeling we're being kept in the larder."

"I dunno about larder," Sophie muttered, "But we're definitely being kept for something," she frowned, tugging at the end of her braid, "The question is for what," she murmured musingly as she eyed the Pigmen that seemed to be waiting for something.

' _Nothing good, Sparks,'_ she heard the Doctor murmur in her mind as he projected to her and she smiled as she felt his consciousness brush hers, relieved that he'd finally made it and that he was so close, _'Don't look,'_ he cautioned as she shifted turning to look behind her, where she could feel him so close and yet so far,

She immediately stilled, forcing herself to remaining facing the front, _'Ok,'_ she replied and the Doctor smiled from where he was peering from around a corner still accompanied by Laszlo and Tallulah, the blond having refused to leave Laszlo now that she'd finally found him again after two weeks of wondering where he was and what had happened to him, before they could communicate further the Pigmen started to squeal nervously.

"What are they doing?" Frank asked anxiously, rather alarmed at the change in the Pigmen's demeanour, "What's wrong? What's wrong?"

Sophie's smile fell away as horrified disbelief gripped her as an all too familiar alien glided into the tunnel, "Oh my God," she breathed, _'Doctor?_

' _I know…'_ the Doctor replied his tone bitter as he remained careful against the wall to remain unnoticed as he eyed the Dalek.

' _How…?'_ Sophie projected with disbelief her heart pounding against her ribcage, they were all supposed to have been sucked into the Void!

' _I don't know,'_ came his troubled response.

"Silence," the Dalek ordered and Laszlo ducked back out of sight not wanting to be spotted by the alien, "Silence."

"What the hell is that?" Martha asked glancing at Sophie, having heard her soft horrified exclamation.

"A Dalek," Sophie whispered in reply, her face blanking, hiding her fear as she eyed the Dalek with wary eyes.

"And that's bad?" Martha whispered back, glancing from the Dalek to Sophie again, eyeing her blank expression with disconcerted concern.

Sophie gave a barely perceivable nod as she swallowed heavily, eyes not leaving the Dalek that was in the tunnel with them, "Very."

"You will form a line," the Dalek commanded and the Pigmen began to push them into a line, "Move. Move."

"Don't fight," Sophie cautioned as she allowed herself to be shifted into the line the Dalek demanded, "Seriously," she added on as she glanced at Frank and Martha, pinning them with a serious look, "Don't."

Martha gave a nod, "Just do what it says," she added as she glanced around at the still terrified and uncertain others that were being forced into a line, unsure if they'd paid much attention to the first warning, "Everyone, ok? Just obey."

"The females are wise," the Dalek remarked and Sophie supressed a flinch as it swivelled about so that it could peer at them, "Obey."

"Report," a second Dalek demanded as it glided into the tunnel.

"These are strong specimens," the first Dalek reported swivelling about so that it could look at the second Dalek, "They will help the Dalek cause."

Sophie frowned, keeping herself still as she eyed the Daleks.

"What is the status of the Final Experiment?" the first Dalek asked.

"The Dalekanium is in place," the second Dalek started to report, "The energy conductor is now complete."

"Then I will extract prisoners for selection," the first Dalek stated, turning away from its fellow Dalek as one of the Pigmen dragged an older black man forward and Sophie felt herself tense as the Dalek extended its sucker towards the man recalling with devastating clarity just what those suckers could do.

Martha glanced at her, having noticed the shift and grasped her hand tightly, "What is it?" she whispered softly as Frank gripped her tightly, his eyes wide with his fear trying to offer what little support he could to the woman he was standing beside, "What's it doing?"

"Intelligence scan," the Dalek stated before Sophie could get a word out, it put its sucker on the man's face, "Initiate. Reading brainwaves," it reported, "Low intelligence," it declared as it removed its sucker.

"You calling me stupid?" the black man questioned, offended as he eyed the weird creature in front of him.

"Silence!" the Dalek scanning them ordered, "This one will become a pig slave," it determined and the Pigman started to drag him away, "Next."

"No," the man cried horrified, "Let go of me. I'm not becoming one of them," he shouted as the Dalek glided over to the next human in the line.

"Intelligence scan," the Dalek stated again as its sucker extended towards the terrified human in front of it, "Initiate."

"They're divided into two groups," Laszlo explained quietly from he, Tallulah and the Doctor where watching from the shadows, "High intelligence and low intelligence. The low intelligence are taken to become pig slaves like me."

"Well," Tallulah frowned, "That's not fair."

"Shh," the Doctor quieted them, his eyes on his Sparks as the Dalek proceeded down the line of humans. She was the last in the line.

"You're the smartest guy I ever dated," Tallulah continued, though her voice had quieted to a much lower whisper.

"And the others?" the Doctor questioned wanting to get back on topic, his eyes not leaving Sophie's back.

"They're taken to the laboratory," Laszlo replied quietly.

"Why?" the Doctor frowned disquieted as he glanced at Laszlo, "What for?"

"I don't know," Laszlo shook his head as the Dalek proceeded to scan Frank, "The masters only call it the Final Experiment."

"Superior intelligence," the Dalek reported as it removed its sucker from Frank's face and glided to Martha who was next in the line, "Intelligence scan," its sucker extended towards Martha and her hand tightened about Sophie's, "Initiate. Superior Intelligence," it reported sucker pulling away as it glided to Sophie and she tensed, hand tightening about Martha's in turn as the sucker that she'd seen crush a man's skull once extended towards her as it stated, "Intelligence scan," the sucker secured itself around her face, "Initiate. Superior intelligence," it declared after a brief moment it added, "Anomalies detected," it cried agitation entering its voice and the Doctor tensed hearts pounding harder in his chest, racing with growing fear for his Sparks, "Deeper scan," the Dalek cried the order voice still agitated, "Initiate!"

Sophie grimaced in discomfort at the deeper scan that the Dalek was performing on her, the feel of it unpleasant.

"Abomination!" the Dalek cried with agitation as removed it sucker, "Abomination!" the second cried together with the first, their laser stalks quivering as they eyed Sophie who flinched back her eyes wide with fear.

The Doctor reached into his pocket for his sonic screwdriver preparing to slip it out.

"Exterminate!" the First Dalek cried its laser stalk still quivering with its agitation, "Exterminate the abomination!"

"You can't!" Martha exclaimed with shock, trying to shrug Frank's hands off her as he pulled her back from Sophie. His eyes wide with horror.

The Doctor whipped out his sonic prepared to spring out from the shadows, hearts pounding with fear and alarm.

"Halt," the second Dalek called and the Doctor stilled, eyes darting from one Dalek to the other and back again as the first Dalek turned from Sophie to look at its fellow, "Female has superior intelligence," the second Dalek continued, "She will be taken to Dalek Sec."

The first Dalek hesitated briefly, stalks still quivering with agitation at what it had found with its deeper scan, "Sec will decide what to do with the female abomination," it agreed, before turning back to the shaken Sophie and other humans, "Humans with higher intelligence will become part of the Final Experiment."

Martha turned her attention from the shaken Sophie to glower at the Daleks, finally managing to shrug Frank's concerned hands off her, "You can't just experiment on people," she protested, "It's insane! It's inhuman!"

"We are not human," the Dalek stated, "Prisoners of high intelligence will be taken to the transgenic laboratory," it ordered and turned away, though it's eyestalk lingered on Sophie for a disquieting moment before turning away completely.

"Look out, they're moving!" the Doctor whispered flattening himself against the tunnel wall, whilst Frank turned grabbing Tallulah and starting away.

"Doctor," Laszlo hissed glancing back, "Doctor, quickly!" he urged.

"I'm not coming," the Doctor shook his head, he wasn't leaving Sophie, "I've got an idea. You go," he urged.

"Laszlo," Tallulah whispered as he hesitated, "C'mon."

"Can you remember the way?" Laszlo asked urgently as he turned back to her.

"Yeah," Tallulah frowned up at him a little uncertain, "I think so," she gave a tiny nod as she stared up at him.

"Then go," Laszlo murmured and she frowned harder, "Please," he urged.

"But Laszlo, you gotta come with me," Tallulah murmured.

"Where would I go?" Laszlo asked and shook his head, "Tallulah, I'm beggin' you. Save yourself. Just go. Go," he urged.

Tallulah gave a reluctant nod and turned to leave whilst Laszlo turned away and stepped back over to the Doctor, the pair watching, letting the Daleks glide past them down the tunnel before they joined the humans being led after them.

Laszlo falling in with the Pigmen guards whilst the Doctor fell into step with Sophie, walking between her and Martha, "Just keep walking," he murmured as they turned their heads to look at him, his hands taking Sophie's, giving it a squeeze as they continued to walk, neither the Pigmen or the Daleks noticing that they had two extras.

"I'm really glad to see you," Sophie murmured, squeezing back, a fine tremor to her voice as she glanced at him again, "You have no idea."

"Yeah," the Doctor murmured with a small nod, his eyes concerned as he looked at Sophie, he had a bit of idea, "Well," he smiled a little teasingly at her, hand squeezing hers again wanting to distract her even just a little, "You can kiss me later," and he was rewarded with a slight smile and a faint blush dusting her cheeks as she gave a little nod of agreement, her teeth abusing her lower lip as she abused it anxiously, her mind racing with concern over what had happened.

"As glad as I am too see you too," Martha muttered, her eyes concerned as she looked from the shaken Sophie to the Doctor, "Save it for later," she told him, now really didn't feel like the time to her to be teasing Sophie.

"Exactly," the Doctor nodded, apparently missing her meaning, or rather ignoring it, as he squeezed Sophie's hand again, "Later."

Martha shot him a look not really getting what it was he was doing, before she glanced past him to Sophie, "You ok?"

Sophie glanced at her and then away and the Doctor grimaced shooting Martha an annoyed look for bringing her entire focus back to what had happened. He'd been trying to distract her damn it. Sophie swallowed, "Fine," she muttered.

The Doctor frowned, as he eyed the hand that was tugging anxiously at the end of her braid. Lie. Sophie glanced at him as she felt his gaze and his hand squeezed about hers again.

"Just, what are they gonna do with me?" Sophie murmured, rightly terrified over what would be decided.

"Nothing," the Doctor replied decisively, "I won't let them do anything to you," he vowed and Sophie shot him a slightly bigger smile than before, her body relaxing slightly at the reassurance, his reassurance.

Of course, he wouldn't.

 ***O*O*O***

Tallulah ran through the sewer tunnels, close to tears, rather lost despite her best efforts to find her way back to the theatre.

 ***O*O*O***

The Pigmen marched the prisoners into the Dalek laboratory, "Report," one of the Daleks demanded as it glided across the floor.

"Dalek Sec is in the final stage of evolution," Dalek Thay reported.

"Scan him," the Dalek that had joined the first in the tunnel ordered, "Prepare for birth."

"Evolution?" the Doctor muttered with a frown and he shook his head disconcerted as he eyed the Daleks.

"What's wrong with old Charlie boy over there?" Martha whispered as she nodded towards the Dalek that wasn't moving and had smoke billowing out from its distinctive black casing.

"Ask them," the Doctor murmured, glancing at her.

"What me?" Martha hissed with alarm, she shook her head at him, before turning her eyes back to the Daleks, anxiously, "Don't be daft."

"I don't exactly want to get noticed," the Doctor whispered insistently, "And I don't want Sparks drawing any more attention," his hand tightened about Sophie's it had been far too close for his liking earlier, "Ask them what's going on."

"Doctor," Sophie whispered reprovingly as she eyed him with a small frown, "If she doesn't want to…"

But Martha had already taken a deep steadying breath silently agreeing that it was best if the Daleks forgot about Sophie as much as possible, "Daleks," she called as she straightened herself up, "I demand to be told," she continued as three of the four turned to look at her, "What is this Final Experiment? Report!" she demanded.

"Oh," Sophie breathed a little wide eyed, "I like her. I really like her," she whispered and the Doctor gave a nod.

"You will bear witness," one of the Daleks responded.

"To what?" Martha questioned, doing her best to stand calmly under the gazes of the beings that had threatened to kill Sophie simply as far as she understood for being different. More than half terrified that they'd kill her for posing questions.

"This is the dawn of a new age," the same Dalek stated.

Martha frowned, sweaty hands clasped behind her back, "What does that mean?"

"We are the only four Daleks in existence," the Dalek explained its eyestalk focused on Martha and so missing how the Doctor shifted as he frowned harder his hand tightening about Sophie's further. The petite brunette squeezing back in response as she listened with growing discomfort as the Dalek continued, "So the species must evolve a life outside the shell. The Children of Skaro must walk again."

They watched as Dalek Sec's casing powered down, the light in its eyestalk winking out as the smoke billowing out of it ceased and the Daleks turned back to it too as the casing opened, revealing a creature dressed in a suit. It's bowed head lifting as it stepped out from the casing revealing its one eye, tentacles framing its head, sprouting down from its large brain, hands like that of a Dalek blob peeking out from the sleeves of suit shirt and jacket. The black protective casing behind the biped closing, empty.

"Oh bugger…" Sophie couldn't help but breath as she eyed it, from around the Doctor's form, the Time Lord standing in front of her, her hand tightening further about his as she stared, her eyes wide.

"What is it?" Martha whispered, horrified at the sight of the biped creature that was standing before them, taking an alarmed step back.

"I am a Human-Dalek," the creature Sec had become stated slowly, its accent reflecting what Diagoras' had been, "I am your future."


	5. Chapter 5 Evolution of the Daleks

**Disclaimer:** I don't own Doctor Who. Just Sophie my o/c.

 **A/N:** Thank you to everyone who followed/favourited and reviewed the previous chapter. And of course another to **Maethoriel Artemis** and **Saberbladeprime** for pre-reading and offering feedback as always.

And again, I'm sorry for the fairly long wait for this chapter, but working on more than one fic now and I want to be updating them all regularly so unfortunately updates will come a little slower from now on.

 **CHAPTER 5**

 **Evolution of the Daleks**

"These… humans will become like me," Sec exclaimed, his voice raspy, the tentacles framing his head twitching.

"And, what of the female abomination?" one of the Daleks asked and Sophie felt herself tense where she stood half hidden by the Doctor's taller frame. The Time Lord glancing around the lab, mind racing. His eyes caught on something and an idea started taking shape as he released Sophie's hand. The petite brunette glancing after him as he stepped quietly behind some of the machinery, before her blue eyes darted back towards the Daleks who hadn't noticed him as the Human-Dalek Sec started speaking again.

"The girl's hybrid DNA is far too diluted to pose an issue," Sec decided after the briefest of pauses, "I believe her unique DNA structure can only be a benefit to the future of Dalek-kind," he continued whilst the Doctor paused, freezing really as his eyes widened. His fingers twitching around the radio he'd spotted as he resisted the urge to slap his forehead as his mind raced, missing pieces of the puzzle that was his Sparks struggling to slot into place in his head a bit more, jumbling around his old hypotheses that he'd been quite comfortable with and confident in. His mind jumping to the images he had back on the Tardis. The samples of her DNA, seeing them in perfect detail, having memorised them ages ago, trying to zero in… to pinpoint the one thing he'd been missing, that was forever on the tip of his tongue. If he could just put his finger on it… he was so close, closer than he'd ever been, he could feel it. Hybrid DNA, it made it seem so obvious and yet, he frowned deeply, mind continuing to race, old ideas conflicting with the new ones in his head and his fingers twitched about the radio again as the urge to smack at his forehead to help the thinking process along increased exponentially.

"She'll be used along with the other humans," Sec decreed as Sophie stared with trouble eyes, her own mind racing. She had the feeling that they hadn't just discovered her anomalies with their deeper scan, that they'd actually figured out just it was what she was. That they had the answers she wanted. She swallowed heavily, her heart hammering against her chest and the fact that it was them that knew. That had figured it out, was terrifying to her because if they had figured it out when others hadn't… just what did that make her? What was she? Hybrid they'd said… she was human and something else…? Human and some kind of alien…? She tugged at the end of her braided hair, "Prepare them for hybridisation.

And the Doctor's mind jumped back to the present, shifting his grip on the radio, as the pigmen advanced on the humans, closing in on them, grabbing them.

"Leave me alone!" Martha shouted.

"Wait! Wait!" Sophie shouted their voices mingling, "I wanna," she exclaimed, trying to pull from of the pigmen's hands as they grasped at her, "Need to ask…!"

"Don't you dare!" Martha exclaimed when suddenly everyone froze in surprise, looking around as 'Happy Days Are Here Again' suddenly started to play, wondering where it was coming from. Apart from Sophie whose gaze had darted in the direction the Doctor was standing, still hidden behind the machinery.

"What is that sound?" Sec demanded with both confusion and apprehension at the melody that was now playing through the laboratory.

"Ah, well now," the Doctor called his head popping out from behind the machinery, mock sheepishness on his face, "That would be me," he continued, turning the radio off as he stepped back out from behind the machinery. He set the radio down by a Bunsen burner and continued towards the middle of the room, "Hello. Surprise. Boo. Etcetera."

"Doctor," Sec murmured.

"The enemy of the Daleks," one of the Daleks stated.

Another Dalek glided forward towards the Time Lord, "Exterminate!" it exclaimed laser stalk quivering and Sophie felt herself tense with growing alarm.

"Wait!" Sec called the order, his arms raised, stopping his subordinates and they swivelled their eye stalks around to look at their leader whilst Sophie felt some of her tension leave as a relieved breath escaped her even as she eyed Sec with surprise.

"Well, then," the Doctor mused with a surprised blink as he eyed Sec, "A new form of Dalek," he started forward again, stepping towards the Human-Dalek, eyeing it over, examining it, "Fascinating and very clever."

"The Cult of Skaro escaped your slaughter," Sec rasped, his lone eye narrowing into a glare at the Time Lord that had come to a stop in front of him.

Sophie's eyes narrowed on Sec, teeth sinking harshly into her lower lip at that and Martha, her eyes still wide with fear glanced from the Doctor to Sophie taking in her reaction with a slight frown of confusion, the Doctor's slaughter? Whilst the Doctor's face hardened, brown eyes going cold as he frowned disdainfully at Sec, "How did you end up in 1930?" he demanded.

"Emergency temporal shift," Sec replied.

"Oh," the Doctor scoffed, a derisive laugh escaping him, "That must have roasted up your power cells, huh?" he glanced around at the Daleks in the lab, turning his back on Sec as he continued, "Time was, four Daleks could have conquered the world," the Daleks twitched a bit agitatedly, "But instead you're skulking away, hidden in the dark," he glanced up and about the lab the Daleks were skulking in, scratching at his ear as he did so, "Experimenting," the Doctor sucked in a deep breath and turned back to face Sec, "All of which results in you."

"I am Dalek in human form," Sec retorted sharply, his lone eye narrowing angrily on the Time Lord again.

The Doctor blinked at the tone, the sheer depth of emotion behind it, eyeing Sec again, "What does it feel like?" he asked lowly, "You can talk to me, Dalek Sec," he continued louder, voice almost conversational in its tone, as he strolled back towards him, "It is Dalek Sec, isn't it?" the Doctor asked as he came to a stop before Sec again, "That's your name?" he got a slight nod as Sec blinked his lone eye at him a bit of confusion on his face at the emotions that were stirring inside him, "You've got a name and a mind of your own," the Doctor murmured, eyeing Sec, "Tell me what you're thinking right now."

"I… feel…" Sec began haltingly, "Humanity," he concluded as he turned away, every eye in the laboratory on him.

"Good," the Doctor murmured with a small nod, eyeing Sec's turned back with surprise, "That's good."

"I… feel…" Sec continued, "Everything we wanted from mankind, which is ambition, hatred, aggression and war. Such… a genius for war."

Sophie grimaced at that, whilst the Doctor shook his head, "No," he denied adamantly as he frowned, "That's not what humanity means."

"I think it does," Sec cut in as he turned back to face the Doctor, "At heart, this species is so very… Dalek."

"Alright, so what have you achieved then?" the Doctor asked as he turned, strolling a few steps away from Sec as he looked at each Dalek, "With this Final Experiment, eh? Nothing!" he exclaimed, "'Cos I can show you what you're missing with this thing," he pointed to the radio he'd set down by the Bunsen burner earlier, "A simple little radio," he stated as he stepped over to it, giving the device a pat.

"What is the purpose of that device?" one of the Daleks demanded.

"Well, exactly. It plays music. What's the point of that?" the Doctor retorted sarcastically, before continuing, his tone lightening, "Oh, with music, you can dance to it, sing with it," he turned his head to look at the Dalek that had spoken, staring right into its eyestalk, as he slipped the hand he'd used to pat the radio into his coat pocket, "Fall in love to it. Unless you're a Dalek of course. Then it's all just noise," he pulled his sonic screwdriver from his pocket and aimed it at the radio and it's buzzed blue tip flashing and the radio emitted a high pitched shrieking wail that had the Daleks gliding backwards erratically whilst Sec and the pigmen clutched at their heads in pain and the Doctor turned to the humans, "Run!" he shouted and they did, sprinting from the laboratory, the Doctor taking a last look at the pained Sec, before he turned and ran after them as one of the Daleks shouted over the noise of the shrieking wail of the radio.

"Protect the hybrid!" it glided towards Sec, followed by the other pure Daleks.

"Protect!" the Daleks took up the cry as they huddled defensively about the crouched Sec, his hands still clutching at his head, "Protect! Protect!"

 ***O*O*O***

Sophie couldn't help but look back the way they'd come as she ran beside Martha the two of them leading the way through the sewers. The petite brunette unable to shake the thought that the Daleks knew what she was and she didn't. Her hazel flecked blue eyes met the Doctor's brown, the Time Lord bringing up the rear. He waved an urgent hand at her, urging her onwards. She nodded, before she turned her head back to face the front and her pace that had slowed instinctively to help her avoid tripping whilst she'd been looking away, picked up again, swiftly falling back into step with Martha as they dashed along the dark dank sewer tunnel.

 ***O*O*O***

One of the Dalek's swung round to face the others as the shrieking wail of the radio began to fade, its eyestalk focused on Sec, "Report status."

"Pain," Sec murmured, straightening up, hands lowering from his head as Laszlo started to pick himself up off the floor, his eyes going to the Daleks, hearing them over the lingering ringing in his ears, "Pain…" Sec continued in almost wonder, "Of the flesh, like no other Dalek has felt for thousands of years."

"The Doctor has escaped," the same Dalek reported.

"Then find him," Sec ordered, "Find him."

The Dalek swung back around to face the pigmen, "Find the Doctor," it ordered, "The prisoners must be recaptured."

 ***O*O*O***

Martha came to a stop, breathing a bit hard from the running as she glanced the intersection about unsure. Sophie paused, turning back to her, "What is it?"

"Which way?!" Martha asked.

"Come on!" the Doctor urged, darting past them, not pausing as he grabbed Sophie's gloved hand as he did so, pulling her back into motion as he took the lead, "Move, move, move, move, move!" he urged them, his hand tight about Sophie's as he led them on along the tunnel. He rounded another corner following the tunnel, eyes landing on Tallulah as she stood, hopelessly lost, "And you, Tallulah!" he exclaimed urgently and she turned towards him startled, "Run!" he shouted at her as he ran past her.

"What's happened to Laszlo?" Tallulah questioned with bewilderment as she stared after him, not moving, only for Martha to grab her and drag her into motion, pulling her into a run that promptly had her glad that she was so used to wearing her heels.

 ***O*O*O***

The pigmen ran through the sewers, following the orders of their Dalek masters as Daleks, Thay and Jast glided after them, overseeing the hunt for their escaped prisoners. Laszlo, who'd been hanging back as much as he dared, saw and a chance to slip away and took it, breathing a sigh of relief as his absence went unnoticed.

 ***O*O*O***

"C'mon!" the Doctor urged them as he spied a ladder, leading the group towards it as the piggish squeals of the pigmen reached them as their pursuers got closer and closer, "Everyone up!" he urged Sophie up ahead of him and then beckoned urgently to the others, to Martha who'd been directly behind them, "C'mon!" he urged again, still beckoning as Martha started up the ladder after Sophie, followed by Tallulah and then Frank, before he finally turned to the ladder himself, scampering up it after the humans, before slamming the lid of the manhole shut, sonic whirring as he took the time to quickly seal it behind them, before he took off running again, his hands finding Sophie's again as she, Martha, Tallulah and Frank swiftly followed after him, the five of them sprinting through the night.

 ***O*O*O***

In the laboratory Sec bent down and picked up the now broken radio, staring at it as he ran his fingers gently, almost wistfully, over the surface of it as he recalled the sound of music that had come from it before the painful wailing shriek.

 ***O*O*O***

"They have ascended," Dalek Thay exclaimed as they reached the base of the ladder, "Return to base," it ordered the pigmen and obediently the pigmen lumbered back the way they'd come leaving the two Daleks on their own in the tunnel. Thay glanced about the tunnel ensuring that they were alone before turning its eyestalk towards Dalek Jast, "Request information," it stated, "What is your opinion of Dalek Sec?"

"We were created to follow him," Jast replied without hesitation.

"But you have… doubts," Thay stated, eyeing Jast as Jast glanced about the tunnel, checking to ensure that they were still alone.

Jast assured that they were turned its eyestalk back to Thay as it replied, "Affirmative."

 ***O*O*O***

"These Daleks," Solomon muttered, staring dubiously at the Doctor as he stood with the man by a crackling fire, his brow furrowed heavily in disquieted thought, "They sound like the stuff of nightmares."

"They are the stuff of nightmares," Sophie murmured from where she was sitting on a crate across the fire beside Martha and Tallulah, both on crates of their own, feet propped up against the rocks that were ringed around the fire. Sophie swallowed as the Doctor nodded his agreement, her eyes returning to the crackling orangey flames of the fire. Her brow slightly furrowed and her eyes troubled as she watched them lick at the wood. The stuff of nightmares and they knew what she was.

Solomon turned his grim gaze back to the Doctor, gazing at him with dubious eyes, "And they wanna breed?"

"They're splicing themselves onto human bodies," the Doctor explained, "And, if I'm right, they've got a farm of breeding stock right here in Hooverville. We've got to get everyone out."

"Hooverville's the lowest place a man can fall," Solomon protested, eyeing the Doctor as he shook his head, whilst Frank who was seated by the campfire behind him looked up, "There's nowhere else to go."

"I'm sorry, Solomon. You've got to scatter," the Doctor urged, "Go anywhere. Down to the railroads, travel across state," he suggested, "Just get out of New York."

"There's got to be a way to reason with these things," Solomon replied with conviction and the Doctor had to resist the urge to groan with exasperation.

"There's not a chance," Martha stated flatly.

"None," Sophie agreed.

"You ain't seen 'em, boss," Frank murmured as he got to his feet, drawing Solomon's disquieted gaze to him.

"Daleks are bad enough at anytime," the Doctor stated, his expression serious as he stared at Solomon, trying to will the man into understanding the very real danger, as Solomon turned his disquieted gaze back to him, "But right now they're vulnerable and that makes them more dangerous than ever."

A whistle sounded and they turned to look in the direction it was coming from as a man shouted an alarmed warning, "They're coming! They're coming!"

"A sentry," Solomon murmured, "He must of seen something."

"They're here!" the sentry called as he ran into view, "I've seen them!" he exclaimed as he ran through the township, "Monsters! They're monsters!"

Sophie, Martha and Tallulah stood as screams rang out through the makeshift town as some of the people calling Hooverville home started to panic and Solomon drew his gun.

"It's started," the Doctor muttered grimly as Sophie walked around the fire towards him, glancing about the darkness for signs of their attackers, Martha and Tallulah doing much the same as they followed her over.

"We're under attack!" Solomon shouted the warning to his people as the Doctor grabbed Sophie's hand urging her closer and behind him as he frowned, keen eyes darting about the fire lit darkness of the town, "Everyone to arms!" and there was a flurry of motion as the men quickly handed out rifles, arming themselves.

"I'm ready, boss," Frank called as he came back over, rifle in his hands, "But all o' you," he shouted to the crowds, "Find a weapon!" he urged, "Use anything!"

"Come back!" Solomon shouted in the next instant as some of the people ran in an attempt to get away, "We've got to stick together! It's not safe out there! Come back!" he shouted after them to no avail.

The pigmen entered the shanty town, and fresh screams pierced the night as they attacked those that were trying to run away, grabbing them, scaring them into running back towards the centre of the town.

"We need to get out of the park," Martha exclaimed as the squealing of the pigmen got closer and men and women that had tried to run came running back towards them, terror written on their faces.

"We can't," the Doctor shook his head, shifting as he glanced around, "They're on all sides. They're driving everyone back towards us."

"Herding us like cattle," Sophie muttered as she continued to glance about seeing the shadows of the pigmen as they moved about the shanty town, closing on them. Their squeals renting the air along with the terrified screams of the people. Except they weren't going to the slaughter, the Daleks had something much worse in store for them. A small shiver ran down her spine and her hand tightened about the Doctor's, her teeth sinking into her lower lip as his hand squeezed hers in response.

"We're trapped!" Tallulah cried, her voice shaking as she glanced about with fright, she didn't wanna die… didn't wanna become one of those 'pig' creatures either.

"Then we stand together," Solomon called with determination, "Gather 'round," he shouted to his people, "Everybody come to me," he continued as the pigmen appeared out the shadows, "You there, Jethro, Harry, Seamus, stay together," he ordered as they formed a tight circle by the flickering light of the fire, guns pointed outwards at the pigmen, all of whom suddenly stopped, merely staring at those they'd forced into a tight circle. Solomon cocked his gun, the other armed men doing the same, "They can't take us all."

And then the sharp crack of gunfire filled the air, followed by squeals as bullets found their targets downing some of the pigmen, only for more to appear out of the shadows, stepping over their fallen brethren.

"If we can just hold them off till daylight," Martha murmured with desperation.

Sophie shook her head, eyes on the pigmen still, "Daylight's not gonna save us," she murmured lowly and then she flinched minutely as another round of gunfire split sharply through the air as the men fired again.

"They'd have to go back into hiding then, though," Martha protested and then glanced at Sophie and the Doctor, "Right?"

"Oh, Martha," the Doctor sighed lowly, as he turned his gaze up to the night sky, "They're just the foot soldiers."

Sophie and Martha followed his gaze to see one of the Daleks gliding high through the air towards them, "Oh my God," Martha breathed as the Doctor shifted slightly doing his best to put both Sophie and Martha behind him.

Martha's horrified exclamation drew the others attention and they all turned to look skyward. Solomon swallowed as he stared at the strange creature hovering in the sky above them, "What in this world..."

"It's the devil," the sentry who'd given the warning exclaimed with mounting terror, "A devil in the sky. God save us all. It's damnation."

"Oh yeah?" Frank shouted raising his gun again, aiming it at the Dalek.

Sophie's eyes widened with alarm, "No, don't!" she cried to late as Frank cocked his rifle once more, face set in a determined line.

"We'll see about that!" and he opened fire, the shot bouncing harmlessly off the Dalek's protective armour, not even a scratch or dent behind.

The Doctor released Sophie's hand as he shifted forward, and pushed Frank's rifle down, "That's not gonna work," the Time Lord cautioned as he stared up at the Dalek that was hovering in the air, not yet retaliating for the attack.

 ***O*O*O***

"Establish visual contact," Sec ordered and a holographic screen appeared, displaying the Dalek's eyestalk view of Hooverville, "Commence the attack."

 ***O*O*O***

"There's more than one of them," Martha exclaimed as a second Dalek glided into view, coming to a stop by the first, before they opened fire on the settlement, terrified screams breaking out as their deadly laser beams shot through the air and those in the circle ducked down, as the beams blew up tents and anyone unfortunate enough to be hiding inside, fires breaking out throughout the town as the Daleks continued to shoot. New screams erupting through the camp as the blast from another fiery explosion sent people flying through the air.

"Humans will surrender," one of the Daleks cried.

The Doctor straightened up, a scowl darkening his face as he stepped forward as he glowered up at the Daleks. Sophie and Martha staring at him with alarm, "Leave them alone!" he shouted and the Daleks stopped firing as their eyestalks focused on the Time Lord as he continued, "They've done nothing to you!"

"We have located the Doctor!" the other Dalek exclaimed and Sophie flinched, straightening up herself with growing alarm, starting to step towards the Doctor herself, her gaze darting from the Daleks above to the Doctor standing directly in front of her, expecting the all too familiar and awful cry of 'exterminate' to follow the declaration, only for Solomon to shift, moving to step past the Doctor.

"No, Solomon," the Doctor grabbed the man's arm, attempting to hold him back, "Stay back," he cautioned urgently.

"I'm told that I'm addressing the Daleks," Solomon called, his attention focused on the Daleks, ignoring the alarmed tightening of the restraining hand on his arm, "Is that right?"

 ***O*O*O***

"Observe humanity," Sec murmured as he stared at the projection screen, Dalek Caan at his side, "For all their faults they have…" he trailed searching for a word for what it was he was witnessing strangely effected by it, "Such courage."

 ***O*O*O***

"From what I hear," Solomon continued still ignoring the Doctor, who's hand was still tight about his arm, "You're outcasts too."

"Solomon, don't!" the Doctor tried again.

"Doctor, this is my township, You will respect my authority," Solomon replied tersely whilst in the laboratory Caan's eyestalk slowly turned from the screen to observe its leader, the action going unnoticed as Sec stared at the screen watching the exchange between Solomon and the Doctor with avid interest.

Solomon turned to look at the Doctor, "Just let me try," he stated as he pushed the Time Lord away from him.

The Doctor shook his head as he stepped back to stand beside Sophie, her gloved hand slipping into his gripping it tightly. He gripped back just as tightly as his eyes went from Solomon to stare darkly up at the Daleks above.

"Daleks…" Solomon addressed the aliens hovering in the sky as he turned back to them, "Ain't we all the same? Underneath, ain't we all kin?" he asked as he slowly set his rifle down on the ground, "Cos, see, I've just discovered this past day, God's universe is a thousand times the size I thought it was. And that scares me. Oh, yeah. Terrifies me," he admitted, "Right down to the bone. But it's got to give me hope… hope that maybe together we can make a better tomorrow. So I… I beg you now, if you have any compassion in your hearts you'll meet with us and stop this fight. Well… what do you say?"

There was a short beat of silence from the Daleks and then, "Exterminate," one replied and shot a laser beam at Solomon, who screamed, dying in a burst of green light. Horrified screams broke out from the inhabitants of Hooverville and Frank rushed to the fallen Solomon's side, "Oh, no!" he cried despairingly.

 ***O*O*O***

Sec gasped, jumping startled, at Solomon's death, having been listening so intently to the man's speech. And, Caan, who'd returned to watching the screen, turned its eyestalk to look at Sec once more.

 ***O*O*O***

"No! Solomon!" Frank cried.

"They killed him," Martha gasped with horror, her eyes wide with it as she stared, "They just shot him on the spot."

"That's what they do," Sophie muttered as her own sad, horrified gaze went from Solomon to the Daleks, her eyes hardening, "It's what they always do."

"Daleks!" the Doctor seethed, releasing his tight grip on Sophie's hand as he stepped forward once again, his arms thrown wide, "Alright, so it's my turn!" he shouted.

Sophie froze, "What?" she gasped in a horrified whisper, her wide horrified eyes now on the Doctor's back.

"Then kill me!" he continued, shouting up at the Daleks as he glowered at them, all furious rage in that moment.

"Oh my God…" Sophie whispered and felt Martha take one of her hands in hers, clutching it tightly as she too stared with growing horror.

"I will be the destroyer of our greatest enemy," one of the Daleks announced, it's laser stalk twitching to aim at the Doctor.

"Then do it! Do it!" the Doctor shouted.

"Doctor…" Sophie whispered, fear, terror, clawing at her and her hand tightened around Martha's, the backs of her eyes pricking hotly.

"Just do it!" the Doctor beat at his chest and Sophie released Martha's hand, forcibly pulling it from her tight grip as she took a step forward towards the man she loved, her heart hammering in her chest.

"Sophie!" Martha hissed with concerned alarm and then Frank was glancing up at her and then on his feet, hands moving to stop her and she jerked, attempting to sidestep, so that she could get to the Doctor. The motion drew the Daleks attention and their eyestalks and laser stalks turned to her only for the Doctor to shift, doing his best to block her from view.

"Oi!" he shouted at them still furious, "Don't look at her! Look at me!" their eyestalks and laser stalks returned to him and a minute amount of tension left him, "I'm the one you want! So, just do it!"

"Extermin…!"

"No!" Sophie screamed, jerking free of Frank's hands even as the Dalek's cry abruptly cut off, running to him, his arms catching her.

"Sparks!" he exclaimed, trying to shove her back behind him, fury shifting to fear and concern for her in an instant.

"I do not understand," the Dalek's voice had them pausing, eyes turning to see all three of its stalks quivering with confusion, "It is the Doctor," there was a pause and then, "The urge to kill is too strong," another pause and the Doctor was urging Sophie further behind him, staring with increasing confusion as it still didn't fire, "I… obey."

"What's going on?" the Doctor shouted up to it with confusion.

"You will follow," the Dalek demanded.

"Doctor…" Sophie began as Martha hurried forward.

"No!" Martha cried from where she'd come to a stop a little behind them, "You can't go!" she begged.

The Doctor turned to them, "I've got to go," he murmured lowly as he glanced from Sophie to Martha and back again, "The Daleks just changed their minds," he glanced back up at the aliens in the sky, before his gaze returned to them, "Daleks never change their minds."

Sophie swallowed, her own gaze going up to them before going to the Doctor, meeting his gaze with determination, "Then, I'm going with you."

"No," the Doctor shook his head adamantly.

"But, Doctor…" Sophie swallowed heavily eyes skirting up to the Daleks in the sky as she stepped a little closer to him, her voice lowering as she turned her gaze back to him, blue and brown meeting once more, "They know what I am!"

The Doctor grimaced at that, "We don't know what they know," he muttered with a frown, "And, I don't want you any closer to them then you have to be."

"But," Sophie couldn't help but to try again, her heart hammering against her chest, "They know something…"

"And, I'll find out," the Doctor vowed, "Sparks, I promise," he murmured, his eyes locked with hers and Sophie gave a small reluctant nod, lower lip trembling slightly.

"But," Martha spoke up, drawing the Doctor's gaze to her, "What about us?" she asked as she gestured to Sophie, herself and all the other people in Hooverville.

"One condition!" the Doctor shouted as he turned back to the Daleks, "If I come with you, you spare the lives of everyone here!" he shouted adamantly as he glowered up at them once more, "Do you hear me?"

 ***O*O*O***

"Obey the Doctor," Sec ordered immediately, not tearing his eyes from the holographic screen, gazing at it intently.

 ***O*O*O***

"Humans will be spared," the Dalek stated with reluctance, "Doctor will follow," it demanded once again.

"Martha," the Doctor turned from the Daleks again as he turned to the young medical student, "Stay here," she frowned at him slightly, her mouth opening to say something, but the Doctor continued before she could, "Do what you do best," he urged as he subtly slipped one hand into one of his coat pockets, "People are hurt. You can help them," he stated before he turned to Sophie who was staring at him with eyes wide with concern, "Sparks…" he murmured.

Sophie gave a slow nod, eyes meeting his, "Be careful," she urged.

"Aren't I always?" the Doctor questioned with mock innocence as he took her hand, gripping it in both of his, squeezing as he pressed a little black wallet into the palm of her hand. Sophie blinked fingers closing about it and he shot her a cheeky wink, before glancing at Martha, shooting her a quick cheeky wink too before he turned from them and started away, following the Daleks. Sophie's eyes on his back.

Martha came up beside her, her own eyes on the Doctor's retreating back that was soon swallowed by the shadows, "What was that about?"

Sophie glanced down at the closed wallet that contained the physic paper, "He's got something for us to do," she murmured softly, "But first…" she turned to Martha, swallowing heavily wanting nothing more than to run after the Time Lord, but she cast her gaze about Hooverville pained groans reaching her ears and she let out a slow breath, "There's people that have been hurt," she returned her gaze to Martha, "So, tell me what I can do to help, Doctor Jones."

 ***O*O*O***

"You saved the Doctor," Dalek Caan stated, its eyestalk levelled on Sec once again, "Why?"

"He's… a genius," Sec stated as he turned to face Caan, "And we can use him. The future of the Daleks might well depend on the Doctor."

 ***O*O*O***

"Sophie, did you have any more bandages?" Martha asked, turning from the man she was tending too to look at the other woman.

"Here," Sophie murmured pulling a couple more rolls of bandages from the depths of her leather jacket pockets, "These are my last."

Martha took them and swiftly turned back to the man, swiftly and efficiently starting to bandage the wound he'd sustained as Tallulah re-entered the tent they were in.

"Here you go," the blond murmured a pan of water in her hands, "I got some more on the boil," she stated.

"Thanks," Martha nodded before she turned back to the man, "You'll be alright. It's just a cut," she assured him, "Try and keep it clean," she advised as he stood.

"Thanks," he murmured gratefully and started from the tent, leaving the three women alone.

Tallulah leaned against a wall and glanced at Sophie and Martha, "So, what about us?" she asked them, "What do we do now?"

"The Doctor, he gave me this," Sophie murmured holding up the wallet, flipping it open as she showed it to Tallulah.

"He had to have had a reason," Martha reasoned.

Sophie nodded, "He always has a reason. He just doesn't say what that is…" she muttered trailing with a thoughtful frown. Though, knowing him like she did… he was probably making it up as he went along…

"What's that for?" Tallulah asked, drawing Sophie's gaze as the blond gestured to the black wallet in the brunette's hand.

"It's basically an all access pass," Sophie murmured, "Gets you into places. Anywhere really, buildings and the like," she explained, "Thing is…" she sighed, "I dunno where it is he wants us to get into," Sophie tapped the closed black wallet against one of her gloved hands as she started to pace back and forth, thinking hard. Tallulah watched her for a moment before glancing at Martha to see her brow creased and gaze adverted as she too thought hard on the issue and she blew out a breath feeling rather at loss herself.

 ***O*O*O***

The Doctor followed Dalek Thay and Jast back into the laboratory, his eyes immediately landing on Dalek Caan and Sec. His expression darkened and he stalked towards them angrily, "Those people where defenceless!" he shouted, his angry eyes focused on Sec, "You only wanted me, but no, that wasn't enough for you!" he seethed, "You had to start killing, 'cos that's the only thing a Dalek's good for!"

"The deaths… were wrong," Sec murmured with a regretful nod of his head and the Doctor paused, blinking in stunned surprise.

"I'm sorry?" the Doctor stared with continued shock, resisting the urge to dig through his pockets to find something to clean out his ears with as he had to have heard that wrong.

"That man, their leader, Solomon," Sec murmured as he stepped slowly towards the stunned Time Lord, "He showed courage."

The Doctor blinked again, eyeing Sec, "And that's good?" he questioned.

"That's excellent," Sec stated.

The Doctor's brow furrowed again slightly as he continued to eye Sec, "Is it just me," he mused, "Or are you just becoming a little bit more human?"

"You are the last of your kind, and now I am the first of mine," Sec stated in response.

The Doctor's frown turned quizzical, "What do you want me for?"

"We tried everything to survive when we found ourselves stranded in this ignorant age," Sec began as he strode forward, stepping past the Doctor as he moved towards a table where beakers of various shapes and sizes where laid out the coloured liquid inside bubbling away, "First we tried growing new Dalek embryos but their flesh was too weak."

"Yeah, I found one of your experiments," the Doctor replied with distaste, his eyes hardening into a glare, "Just left to die out there in the dark."

"It forced us to conclude," Sec hurried on, not commenting on the Time Lords remark, "What is the greatest resource of this planet, its people," he reached up to a switch board on the wall lifting one of them and the ceiling above them lit up, revealing hundreds of stretchers suspended above them, a human body laid out on each one.

Sec pushed up another switch and one of the stretchers lowered, descending between them body atop it, shrouded by a white linen, "We stole them. We stole human beings for our purpose. Look… inside," he gestured to the shrouded body.

The Doctor slowly unfolded his arms from across his chest, and stepped closer to the stretcher, on the other side of it to Sec. He slowly reached out and uncovered the pale face of the man that was lying on it.

"This…" Sec murmured, watching the Doctor as he visually examined the face of the man, "Is the true extent of the Final Experiment."

"Is he dead?" the Doctor asked flatly as he lifted his gaze back up to Sec.

"Near death," Sec replied steadily, a hand going to the top of the man's head, stroking over the soft hair, "With his mind wiped, ready to be filled with new ideas."

"Dalek ideas," the Doctor murmured darkly as he frowned, his eyes going back to the empty husk that was left of the human being the man had once been.

"The Human-Dalek race," Sec corrected.

"All these people," the Doctor looked up to the ceiling again, eyes on the hundreds of stretchers suspended over their heads, "How many?"

"We have caverns beyond this storing more than a thousand," Sec informed him.

The Doctor lowered his gaze, eyes returning to Sec, lips parted in a horrified gape, "Is there any way to restore them?" he asked, "Make them human again?"

"Everything they were has been lost," Sec murmured as he brushed his fingers over the comatose man's face.

"So they're like shells," the Doctor murmured, his tone lightening deceptively as he eyed Sec, mind racing over what Sec was hoping to achieve, "You've got empty human beings ready to be converted. That's going to take a hell of a lot of power. This planet hasn't even split the atom yet. How're you gonna do it?"

Sec turned to the three Daleks in the laboratory with them, "Open the conductor plan," he ordered and they immediately obediently turned to do his bidding.

 ***O*O*O***

"Oh," Sophie breathed pausing in her pacing, her eyes widening, "When we were in the sewers," she continued as she turned to Martha, "The Daleks…"

"They mentioned an energy conductor!" Martha jumped in with enthusiasm.

"Well, yes," Sophie nodded, "But…" she went to continue only to get interrupted again as Tallulah stared at them with confusion.

"What does that mean?"

"I don't know," Martha murmured frowning thoughtfully again, "Maybe like a… lightening conductor…"

"Dalekanium!" Sophie cut in, drawing their attention again, "In the sewers the Daleks also said that the Dalekanium was in place."

"In place where?" Tallulah asked.

Martha shook her head, her mouth opening only for Sophie to move past her towards the opening of the tent. She and Tallulah followed her curiously out of the tent. Sophie turned her gaze affixed to the view they had of Manhattan from Hooverville and pointed confidently at the tallest building, "In place up there!"

"You think it's the Empire State Building?!" Martha exclaimed with shock.

"Oh yes," Sophie nodded confidently, "I should have thought of it immediately," she murmured, shaking her head at herself with mild annoyance all that time wasted and the answer really should have been obvious, "It's always the prominent landmarks. Well, nearly always," she adjusted, "Well, sometimes," she adjusted again and then glanced at Martha and Tallulah taking in their expressions that had turned somewhat dubious, "We can ask Frank, he might know for sure," she offered, "But I'd bet my hat that it's up there," she gestured to the Empire State Building again before she turned and started through Hooverville, glancing about for the young man.

"You're not wearing a hat," Martha commented as she and Tallulah fell into step with her once more.

"Then," Sophie blinked, "I'd bet my gloves," she adjusted as the three of them continued through Hooverville, "I'm just that confident."

They spotted him sitting on a crate outside of one of the tents that had escaped the Daleks attack and the three paused, hesitating at the sight of the young man that was evidently in mourning. He looked up at them though, evidently having noticed them, "Did you ladies need something?" he questioned, scrubbing a hand down his face, cleaning away the couple of tears that had run down his cheeks.

"Oh um…" Sophie hesitated, her tongue tying itself into knots in that moment as the three of them stepped over to him, feeling just awful that they'd disturbed him when he probably wanted to be alone, "We were just wondering…"

"That Mr. Diagoras," Martha cut in, "He was like some sort of fixer, yeah? Get you jobs all over town?"

"Yeah," Frank nodded, eyeing them, "He could find a profit anywhere."

"What about building jobs?" Sophie asked, drawing his gaze back to her.

"Those pay the best," Frank nodded, "But we're all so desperate for work, that we'd take just about anything and just hope that Diagoras would pick you for something good."

"What about there?" Sophie pointed to the Empire State Building again, "Did Diagoras ask for people to do building work up there?"

Frank nodded, "All the time."

Sophie turned, staring up at the almost complete Empire State building, "I knew it," she muttered lowly, "Aliens," she glanced at Martha as the other woman came up beside her, "They've got a thing for setting up shop in prominent landmarks."

 ***O*O*O***

"Yeah, yeah, yeah," the Doctor nodded as he stared at a big screen that had a diagram of the Empire State Building being displayed on it, "The Empire State Building. We're right underneath that. I worked that out already, thanks. But, what," he turned his head to look at Sec again, "You've hijacked the whole building?"

"We needed an energy conductor," Sec replied.

The Doctor frowned, eyeing Sec quizzically, "What for?"

"I… am the genetic template. My altered DNA was to be administered to each human body," Sec explained as the images on the screen shifted as he spoke, as a visual aid to his explanation, "A strong enough blast of gamma radiation can splice the Dalek and human genetic codes, and waken each body from its sleep."

"Gamma radiation?" the Doctor frowned a bit harder, "What are… oh, the sun," he realised as his gaze returned to the screen taking in the image of Earth and then the fiery image of the sun being displayed on it, "You're using the sun."

"Soon… the greatest solar flare for a thousand years will hit the Earth," Sec continued his explanation, the images on the screen shifting again, to show a diagram of the solar flare and the energy conductor, "Gamma radiation will be drawn to the energy conductor and when it strikes…"

"The army wakes," the Doctor nodded his understanding, before his gaze returned to Sec, "I still don't know what you need me for."

"Your genius," Sec replied without hesitation, "Consider a pure Dalek," he continued, "Intelligent but emotionless."

"Removing the emotions makes you stronger," the Doctor stated, eyeing Sec with impassive eyes once again, "That's what your creator thought," he continued eyes going back to the screen, "All those years ago."

"He was wrong," Sec declared.

And the Doctor paused, stunned all over again as he turned his gaze back to Sec, eyes narrowing on the Human-Dalek in disbelief. The urge to find something to clean out his ears with rising again, "He was what?"

"It makes us lesser than our enemies. We must return to the flesh," Sec stated confidently as behind him and the Doctor, Jast, Caan and Thay turned their eyestalks to each other, "And also…" Sec continued, "The heart."

The Doctor stared at Sec, brow furrowed slightly as his mind raced, "You wouldn't be the supreme beings anymore."

"And that is good," Sec nodded much to the Doctor's continued surprise.

"That is incorrect," one of the Daleks exclaimed in protest.

"Daleks are supreme," another agreed with the other.

"No," Sec turned to them, "Not anymore."

"But that is our purpose," the Dalek continued to argue, all three of the pure Daleks staring at Sec through their eyestalks.

"Then our purpose is wrong!" Sec rebutted with anger, "Where has our quest for supremacy led us?" he demanded of his subordinates, "To this. Hiding in sewers on a primitive world, just four of us left. If we do not change now then we deserve extinction."

"So," the Doctor began still eyeing Sec, though with growing consideration now, "You want to change everything that makes a Dalek a Dalek."

"If…" Sec turned back to the Time Lord, his lone eye pleading, hoping that the Daleks greatest enemy would concede to be their saviour, "You can help me."

 ***O*O*O***

"I always wanted to go to the Empire State," Martha commented as she stood with Sophie, Tallulah and Frank in the service lift of the tower, "Never imagined it quite like this, though."

"That's travel with the Doctor for you," Sophie murmured with a tiny smile. She could feel him somewhere below them. Still alive "Things never go quite like you expect them too," and Martha nodded, smiling a little herself as she took in Sophie's small but fond smile as she thought of the Doctor, before Martha looked away again. She was really starting to get that. They couldn't even seem to go for lunch without something happening.

"Where are we headed anyway?" Frank asked.

"To the top," Sophie replied.

"Where they're still building," Martha nodded.

"How come those guys just let us through?" Tallulah asked, her eyes going to the little wallet still clasped in Sophie's hand, "How's that thing work?"

"It's Psychic paper," Sophie murmured in explanation, "I just had to think of what I wanted them to see," she flipped open the wallet, "According to this," she peered down at the writing on the white paper inside, "We're three engineers and an architect," she read and then allowed the curious Frank to take the wallet from her hands.

The young man turning the wallet over in his hands as he examined it, before handing it back with a bemused shake of his head.

 ***O*O*O***

"Your knowledge of genetic engineering is even greater than ours," Sec continued, "The new race must be ready by the time the solar flare erupts."

The Doctor frowned, "But you're the template. I thought they were getting a dose of you."

"I want to change the gene sequence," Sec replied.

"To make them even more human?" the Doctor questioned with ever growing surprise as he stared at Sec.

"Humans are the great survivors," Sec stated, "We need that ability."

The Doctor shook his head, "Hold on a minute," he jerked a thumb over his shoulder at the three Daleks behind them, "There's no way this lot are gonna let you do it."

"I am their leader," Sec stated with confidence as he turned to look at his three subordinates once more.

"Oh," the Doctor turned eyeing, Jast, Caan and Thay with scepticism, "And that's enough for you, is it?"

"Daleks must follow orders," one responded without hesitation.

"Dalek Sec commands, we obey," another agreed.

"If you don't help me…" Sec began turning back to the Doctor and the Time Lord turned to look at him again, "Nothing will change."

"There's no room on Earth for another race of people," the Doctor countered, his tone lighter, more considering.

"You have your Tardis," Sec replied, eyeing the Doctor hopefully, "Take us across the stars. Find us a new home and allow the new Daleks to start again."

The Doctor eyed him, mind racing, "When's that solar flare?"

"Eleven minutes," Sec stated.

"Right then…" the Doctor murmured slowly, before a grin split his face, "Better get to work," he clapped his hands together as he burst into motion.

 ***O*O*O***

The service lift dinged and the doors slid open allowing the four inside to step out onto the top floor of the Empire State Building.

"Look at this place," Tallulah gushed as they looked around, catching a glimpse at the city beyond through the windows, "Top of the world."

"Oh, perfect," Sophie murmured as she caught sight of the drawing board, blueprints to the building on it.

"Looks good," Martha agreed as they walked over to it, Frank moving to join them, the three of them looking the plans over.

"Hey, look at the date," Frank murmured, gesturing to it, "These designs were issued today. They must have changed something last minute."

Sophie nodded, eyes on the plans, whilst Martha murmured, "You mean the Daleks changed something?"

"Yeah," Frank nodded, "Could be."

Martha reached out and lifted the top page revealing the page beneath, "The ones underneath, they're from before. That means that whatever they changed must be on this top sheet but not on this one. We need to check one against the other."

"Let's get them laid out," Sophie agreed as they moved to get the two sets of plans off the drawing board and laid out on the floor side by side so that they could compare them.

"The height of this place!" Tallulah exclaimed her eyes still on the view of New York offered from windows of the top floor, "This is amazing."

"Tallulah, be careful," Sophie cautioned as she looked over at the blond, "We're a hundred floors up," she pointed a finger at her, "Don't go wandering off," she paused and blinked the moment the words left her mouth.

"I just wanna see," Tallulah replied with a smile before she turned and headed over to the open area of the room.

Marth glanced at Sophie as she slowly lowered her finger, a somewhat bemused expression on her face, "What?" she asked drawing her gaze.

"Nothing… I just, I sounded like the Doctor," Sophie muttered, "He's always saying that. 'Don't wander off'. It's his rule number one," she rambled a bit, "I guess, I just suddenly developed a new appreciation and understanding of how he feels when he says it only to be ignored," she mused her concerned gaze darting to Tallulah as she half hung out of the open, unbuilt area of the room staring out at the city beyond.

Martha shook her head a little amused as Sophie turned her eyes back to the plans they'd laid out on the floor, before she paused with a blink as she realised, "Wait, his rule one? Not 'the' rule number one?"

"That's right," Sophie nodded, her eyes on the plans.

"So," Martha asked as she started looking over the plans herself, "What's your rule number one then?"

"The Doctor lies," Sophie replied without hesitation.

Martha nodded and then paused again with another blink suddenly bemused as she glanced at Sophie again, "Wait, that's a rule?"

"Yep," Sophie nodded, "Ever since…" she trailed swallowing her mind going to a time all so long ago, locked in the Tardis unable to get out as the Doctor sent her and Rose home to the 21st century. Had lied to keep them safe, "Well…" she focused her gaze on Martha and offered her a small smile, "I'll tell you later if you like."

Martha nodded returning her small smile and then together with Frank they went back to looking over the plans, focusing on them.

Whilst Tallulah continued to stare out towards the Chrysler Building, her eyes wide with awe, "New York City," she breathed, "If aliens had to come to Earth, oh," she sighed as her eyes roved over the view, "No wonder they came here."

 ***O*O*O***

The Doctor stood, his spectacles on as he checked the equipment and the readouts when Sec wandered over to stand beside him again. The Time Lord glanced at him, "Earlier," he began a little cautiously, though trying to sound casual as he continued to check the equipment in the lab, "You mentioned one of the human women having hybrid DNA after one of them," he gestured to the three still pure Daleks in the lab with them, "Performed a deeper scan…"

"You speak of your female," Sec murmured and the Doctor tensed, his eyes narrowing, at the rather accurate observation from the Human-Dalek. Sec on the other hand looked thoughtful as he pondered over what he'd witnessed between the small female and the Time Lord via the holographic screen, "She wishes to know what she is," he turned his gaze back to the Doctor, "Correct?"

"What did the scan find?" the Doctor asked as he eyed Sec, choosing to neither confirm or deny Sec's earlier observation.

"Essentially she is human," Sec began and the Doctor nodded with poorly concealed impatience. He knew that much already, "The alien DNA only makes up not even one tenth of her genetic makeup. Diluted through the generations as more human DNA was introduced."

"So an alien got her what, great, great, great, grandmother pregnant," the Doctor nodded, still impatient as he eyed Sec, "But, what species? Or did your scans not pick up that much?" he questioned before he sighed. His Sparks would be so disappointed, but he knew exactly where to look now. He just had to get back to the Tardis…

Sec blinked his lone eye at the Time Lord, "You truly do not know…" he mused a surprised lilt to his raspy voice and the Doctor pinned him with a look that spoke volumes, "The barely one tenth of alien DNA," Sec spoke slowly, his lone eye meeting the Doctor's brown that were darkening with increasing impatience, "Is… Time Lord."

The Doctor felt his hearts freeze in his chest, before they picked up speed, his eyes wide with shock and disbelief as he stared at Sec, "That's impossible."

"Dalek Caan," Sec turned to his subordinate, "Bring up the results of the scan," he ordered and Caan stared, but glided across the floor to do so.

"I'm telling you, it's impossible," the Doctor stated, his eyes going from the moving Caan to Sec again, "There's no way it's Time Lord," he shook his head, "None," even as his gaze went to the screen as Caan brought the scan results up onto it. The images on it shifting as the scan progressed, scanning deeper and deeper into his Spark's DNA… he eyed it intently, squinting at them through the lenses of his spectacles, and then he was stiffening as the scan stopped, pausing, tightening in on a fragment. He shook his head, "That's not possible," he muttered, "You've altered it," he accused as he turned back to Sec, "Done something to it. Or your scan results got fried, because, that," he pointed to the screen harshly, glowering at Sec, "Is not possible!"

"The scans were performed without complications," Caan stated as it turned to glide back across the lab.

"And neither have I ordered them tampered with," Sec replied calmly, "There would be no point or gain for the future of the Human-Dalek race in doing so."

The Doctor swallowed heavily, his mind racing and hearts hammering against his ribcage almost painfully. His gaze returned to the screen, the image of his Spark's DNA, the tiny little bit of Time Lord in amongst the predominantly human DNA. If it was true… if this was right… it'd explain so much… her telepathy, so far above what humans were generally capable of and her visions… her, her visions… they… he swallowed heavily again, his eyes wide as he continued to stare, "It's impossible…" he breathed again, his hands clenching into fists at his sides and his brow heavily furrowed.

"I know that Time Lord's had…" Sec began only for the Doctor to whirl around to face him with a glower, his face contorted in fury in that moment at the mention of his people.

"This has nothing to do with my people and their _beliefs_ ,' he gritted out, his peoples beliefs, not his, never his. He'd had never agreed with a lot, if not all of the views and opinions most of his people had held on the Human race. The fury melted from his face as he turned from Sec, his expression pained, almost guilty as he stared almost sightlessly at the equipment he'd been inspecting when this conversation had begun, "I should have seen…" he muttered, "I'd have noticed," he swallowed heavily even as he recalled looking, staring intently, at Sophie's scans, something niggling at him, on the tip of his tongue, slipping through his fingers whenever he thought he'd seen something… the feeling that the answer was staring right at him. He just had to see it… what if, what if he had been seeing it? But he was so certain that it wasn't possible that he was looking right past it without actually seeing…

The Doctor swallowed heavily again and let out another shaky breath, and clenched his fisted hands a little tighter at feeling a fine tremble in his fingers, before he relaxed them and forced himself to shift his focus to the equipment in front of him and he cleared his throat, he only had so much time before the gamma strike… and he couldn't do anything more here to confirm or deny what the Daleks scans had 'found', he needed to get back to his Tardis for that… back to the scans he trusted completely. Still, the more he thought about it, the more sense it made, the more questions it answered… the missing pieces of the puzzle that was his Sparks slotting easily and neatly into place in his head.

He cleared his throat and tried once again to focus on the equipment, he only had minutes to get this done. To help the Daleks start again… to be a better race then their creator had ever intended for them to be, "There's no point in chromosomal grafting," he began and Sec too turned back to the equipment, "It's too erratic," he explained as he amerced himself in it, looking over the readouts intently once again, "You need to split the genome and force the Dalek-Human sequence right into the cortex."

"We need more chromatin solution," Sec ordered.

"The pig slaves have it," one of the Daleks stated in response as pigmen walked into the room, carrying a large crate between them, Laszlo amongst them.

"These pig slaves," the Doctor began as he turned to Sec again, staring at the back of his tentacles head, "What happens to them in the grand plan?"

"Nothing," Sec stated, "They're just simple beasts. Their lifespan is limited. None survive beyond a few weeks," he explained before ordering, "Power up the line feeds."

The Doctor glanced over at Laszlo, before wandering over to where the man was working, "Laszlo," he whispered, "I can't undo what they've done to you," he murmured regretfully as he glanced about the lab trying to ensure that they weren't overheard, "But they won't do it to anyone else," he promised.

Laszlo glanced at him and then glanced at Sec, "Do you trust him?" he asked in a low whisper, his eyes returning to the Doctor.

"I know that one man can change the course of history," the Time Lord replied still whispering, not noticing one of the Daleks spotting them. It narrowed its vision through its eyestalk on them as the Doctor continued, "Right idea in the right place at the right time is all it takes," the Doctor turned his head to look at Sec himself, "I've got to believe it's possible."

 ***O*O*O***

Sophie and Martha knelt side by side, eyes looking over the blueprints of the Empire State Building, "I'll go and keep an eye out," Frank murmured from where he was standing a little behind them now, "Make sure we're safe up here. Don't want nobody buttin' in," he turned and walked out a side door to keep a look out as Tallulah walked back in.

"There's a hell of a storm movin' in," the blond commented as she headed over to where Sophie and Martha where kneeling.

"I wish the Doctor was here," Martha sighed leaning back on her legs a bit, "He'd know what we're looking for."

"We'll find it," Sophie murmured, not looking up from the plans as she continued to search for differences between the two blueprints.

"So tell me," Tallulah began eyeing the two with curiosity, "Where did you two and him first hook up?"

"In the little shop I worked at, I suppose," Sophie murmured. That was the easiest way to explain how she'd first met the Doctor.

"Worked?" Martha asked.

"Well, he blew up the top floor," Sophie explained and Martha and Tallulah blinked, "It was a thing with plastic that um," she glanced at Tallulah who was blinking at her with confusion, "Moved…" she finished a bit lamely.

Tallulah blinked again whilst Martha frowned recalling an incident with plastic that moved a couple of years ago, before Tallulah shook it off as just another strange thing, "And," she continued brightly as she eyed Sophie, "When did you first get together as a couple?" Tallulah asked with a bright interested smile as she knelt down beside Sophie.

"Oh, um, at a hospital," Sophie murmured flushing slightly a warm and slightly shy smile quirking up her lips, "He kissed me… kind of stole it…" she rambled bit awkwardly, "Kinda of stole my first too actually…"

"Kind of?" Martha asked with amusement, watching as Sophie flushed a bit darker.

"Well, I didn't mind…" Sophie murmured and then coughed awkwardly as Martha grinned.

"I bet you didn't," the young medical student chuckled a bit as Tallulah cooed, smiling a bit wistfully as her thoughts turned to her Laszlo.

"Awww."

Sophie cleared her throat, "And…" she moved to divert the subject, "That was the day we met Martha."

"Oh," Tallulah glanced at Martha, "Where you a patient?"

"Actually," Martha smiled, "I'm a doctor. Well, kind of."

"You're a physician?" Tallulah gasped with surprise as she stared at Martha, she'd never heard of such a thing. Martha nodded, "Really?"

"I was training," Martha admitted, "Still am," she corrected herself again, before sighing, "If I ever get back home."

"You'll get home," Sophie murmured, not looking up from the blueprints she'd returned to searching.

"Yeah…" Martha muttered with a slightly despondent sigh that had Sophie glancing up from the map to look at her with concern.

"Oh…" Tallulah sighed a bit giddily, not having being paying too much attention to the conversation, having been lost in her own world, "The Doctor and his little shop girl," she gushed drawing Sophie and Martha's attention, "Oh, so romantic."

Sophie and Martha blinked at her.

"Oh," Tallulah sighed again, her expression falling slightly as she regarded Sophie, "It's such a shame that he's so different."

Martha shook her head, "Oh, you have no idea how different he really is."

"I like how different he is though," Sophie murmured.

"Well of course you do," Tallulah nodded, "But still," she mused as she glanced away, "He's a man and generally I find that's different enough."

"Oh, I dunno," Sophie shrugged lightly as she eyed Tallulah, "I had a really good friend once tell me that different is good cos normal is boring. Well," Sophie tugged at the ends of her hair, "She used strange, but same difference really…"

"When you say really good friend," Martha began a little cautiously, "Was that Rose?" and Sophie nodded whilst Tallulah looked at them curiously.

"Who's Rose?"

"My best friend and little sister," Sophie replied without hesitation.

"She used to travel with Sophie and the Doctor, a while back," Martha murmured before she sighed out another breath.

"Yeah…" Sophie eyed Martha with concern again as she took in the other woman's unhappy expression, "Why do you ask?"

"No reason," Martha muttered shaking her head only for Sophie to pin her with a disbelieving look and the young medical student took a breath, "It's just," she turned back to Sophie, "Sometimes I'll say something or do something and he, the Doctor, not so much you," Sophie blinked nodding as she listened to Martha, "Sometimes he'll look at me, and I just sort of think that he's not seeing me…" she sighed as she looked away from the petite brunette that was frowning slightly now, "He's just remembering."

"I don't think he is," Sophie murmured and Martha looked at her again and Sophie smiled at her, "He thinks you're brilliant."

"Then," Martha frowned, "Why does he want to be rid of me so badly?"

Sophie sighed, "I honestly don't think he wants to be 'rid' of you either," she nudged Martha, "Why else would one trip have become three?"

Martha shook her head, her lips twitching upwards briefly, before disappearing completely as she continued to frown, unable to shake the feeling. After all he'd only extended the definition to one trip to the past one to the future and this… this detour had supposed to be a quick lunch before they'd gotten side tracked, "Maybe…" she sighed.

"Aw, listen, sweetheart," Tallulah murmured softly from where she was sitting on the other of Sophie, eyeing Martha, "You want to get all sad?" Martha looked at her, "You want to have a contest with me and Laszlo?"

"No," Martha stated, "But listen," she changed tracks, not wanting to focus on her morose thoughts any longer. And honestly Tallulah had it worse, she loved Laszlo and the Doctor… she'd just be happy if he considered her a friend. That was all she wanted, to be his and Sophie's friend and be allowed to travel with them without the gloomy cloud of whether if this trip or the next would be her last aboard the Tardis with them, "If the Doctor's with Laszlo now, there's every chance that he could get him out."

Sophie nodded and gave Tallulah an encouraging smile, "If there's even the slightest chance. He'll take it."

"And then what?" Tallulah sighed, "Don't talk crazy," she told them glumly, "There's no future for me and him. Those Dalek things took that away. The one good thing in my life and they destroyed it."

Sophie and Martha glanced after her as Tallulah got up and wandered back towards the open area of the top floor, hearing her sniffling quietly to herself as she blinked back the tears that were pricking harshly against the backs of her eyes.

The two time travellers glanced at each other, before quietly returning their eyes to the blueprints, continuing the search for the difference between the two, giving the heartbroken blond some time to compose herself.

 ***O*O*O***

"The line feeds are ready," one of the Daleks reported.

"Then it's all systems go," the Doctor exclaimed as he rushed over to a bunch of tubes and beakers, extracting some of the blue solution inside with a large syringe.

"The solar flare is imminent," Sec informed them from where he stood, "The radiation will reach Earth in a matter of minutes."

"We'll be ready for it," the Doctor assured, before he inserted the large syringe in his hand into one of the main feeding tubes and depressed the plunger, injecting the blue solution into it, "That compound will allow the gene bonds to reconfigure in a brand new pattern," he explained, before he dashed back towards the centre of the lab and Sec, standing beside the Human-Dalek as he shouted, "Power up!"

One of the pigmen turned on a power switch as Laszlo turned on another.

"Start… the line feeds," Sec ordered and one of the Daleks turned to the machinery, gliding over to it, starting it up, causing the bubbling solution inside to starting moving up through the tubing that was connected to the bodies suspended above them.

"There goes the gene solution," the Doctor observed.

"The life blood," Sec murmured.

 ***O*O*O***

"Ha!" Sophie exclaimed at the exact moment Martha exclaimed.

"Gotcha!" and the two shared an exhilarated smile at having finally found what they'd been looking for.

Tallulah turned and wandered back over to them, "What?"

"Look!" Martha pointed, "There, on the mast. Those little lines? They're new. They've added something, see?"

"Added what?" Tallulah asked.

"Dalekanium!" the three exclaimed in unison in the next instant and Sophie and Martha laughed whilst Tallulah smiled at them.

 ***O*O*O***

An alarm blared in warning as red lights flashed and the Doctor frowned, body tensing as he glanced around the lab, "What's that?"

"What's happening?" Sec demanded of his subordinates, the three Daleks turned their eyestalks to him and stared quietly, "Is there a malfunction? Answer me!"

"No, no, no," the Doctor muttered as his eyes caught on a warning that was flashing ominously across a screen, "The gene feed!" he exclaimed as he rushed over to the controls in an attempt to take back control, "They're overriding the gene feed!"

"Impossible!" Sec exclaimed, "They cannot disobey orders."

"The Doctor will step away from the controls," one of the Daleks demanded as it glided across the floor towards the Time Lord, aiming it's laser stalk at him.

The Doctor turned from the controls at that, eyeing the deadly laser stalks being aimed at him and backed away, his jaw clenching.

"Stop!" Sec ordered, "You will not fire."

"He is an enemy of the Daleks," one Dalek rebutted.

"And so are you," another Dalek cried, it's laser stalk shifting slightly to aim at the Human-Dalek Sec who stared incredulously at them out of his lone eye.

"I am your commander," Sec declared, seething with anger as he stared at his three subordinates, "I am Dalek Sec!"

"You have lost your authority," the third Dalek declared.

"You are no longer a Dalek," the second to speak declared.

"What have you done to the gene feed?" the Doctor demanded to know as he eyed the three Daleks with an uneasy feeling.

"The new bodies will be one hundred percent Dalek," the third Dalek announced and the Doctor's eyes shot the solution traversing the tubes into the empty human bodies, horrified.

"No!" Sec exclaimed, "You can't do this!"

"Pig slaves, restrain Dalek Sec and the Doctor," another of the Daleks ordered and Laszlo immediately moved with another of the pig slaves to help restrain the Doctor, whilst two pig slaves restrained the indignant Human-Dalek Sec.

"Release me!" Sec demanded tersely, shifting in the pig slaves grasp, "I created you. I am your master."

Another alarm blared through the lab, shifting the Daleks attention as one reported, "Solar flare approaching."

"Prepare to intercept," another ordered as the bell to the lift pinged.

"There's the lift," Laszlo whispered quietly to the Doctor as they watched the Dalek's glide across the floor towards the machinery.

"After you," the Doctor whispered back and the two broke free, pushing their way clear and ran for the lift as the doors finished sliding open.

"The Doctor is escaping!" one of the Daleks cried, "Stop him! Stop him!" it ordered the pigmen and they gave chase only for the doors to the lift to slide closed in their faces, the Doctor hurriedly using his sonic on the lift control panel to send them moving back up the building.

"We've only got minutes before the gamma radiation reaches the Earth," the Doctor muttered urgently as Laszlo leaned against the wall of the lift, breathing heavily as pain racked through his body, "We need to get to the top of the building," the Time Lord's gaze went to Laszlo and he turned to him with concern, "Laszlo, what's wrong?"

"Out of breath," Laszlo waved him off, "It's nothing," he insisted, but the Time Lord kept staring with concern, clearly not believing him, "We've escaped them, Doctor," he panted doing his best to try and stand up straight, "That's all that matters."

 ***O*O*O***

"You have betrayed me," Sec glowered at his three subordinates, former subordinates as the pigmen pushed him down onto his knees before them.

"You told us to imagine," one of the Dalek's replied.

"And we imagined your irrelevance," another finished.

"I was your leader," Sec declared, still glowering at them from his lone eye, "I am Dalek Sec. Obey me!" he demanded only for the pigmen to roughly heft him back up to his feet before Daleks Jast, Thay and Caan.

 ***O*O*O***

On floor one hundred the lift dinged and Sophie and Martha turned as the doors slid open to reveal the Doctor and Laszlo. Sophie grinned with delighted relief at seeing the Time Lord alive and unharmed whilst Martha exclaimed, "Doctor!" with a grin of her own, just plain relieved at the sight of him.

Whilst Tallulah and Frank, who'd re-joined them looked up and over at the two as they came out of the lift, the blond staring at her Laszlo.

"First floor, perfumery," the Doctor jested lightly with a smile as he walked towards where Sophie and Martha were standing.

"I never thought I'd see you again," Tallulah cried as she stared towards Laszlo, the man rushing forward to meet her himself.

"No stopping me," Laszlo murmured, eyes locked on her, drinking in the sight of the woman he loved, his pain fading away into the background, before the two where embracing, hugging each other tightly.

Sophie hurried towards the approaching Doctor, throwing her arms about him, and found herself swept off her feet as the Doctor lifted her up off her feet as he returned it, hugging her tightly as he swished her from side to side.

Sophie blinked up at him as he set her reluctantly back down on her feet, pressed for time, her brow furrowing slightly in concern as she took in the way he was staring at her… like she was something new, fascinating… it reminded her of the way he'd looked at her when he'd first realised she was telepathic. Her heart picked up a little speed, what had the Daleks told him? What had they discovered…

"Later, Sparks," the Doctor murmured taking her hand and squeezing it as he took in her expression, reading it, "Promise," and Sophie nodded, following him quickly back over to Martha, even as she couldn't help but wonder… just what it was he'd discovered and she was certain now that he'd discovered something.

"We worked it out," Sophie murmured, forcing herself to focus as they came to stand with Martha, who'd remained where she was giving them a moment, "We know what the Daleks have done," she continued.

Martha nodded, "There's Dalekanium on the mast," she stated as she pointed it out, "And," she continued giving him a bit of a nudge as she smiled at him again, "It's good to see you too, by the way."

"Oh, come here," the Doctor returned her smile, releasing Sophie's hand to sweep Martha into a friendly hug.

Sophie smiled at them, before her gaze was drawn to the lift, as it dinged and the doors starting to slide shut, and her smile fell away, "Oh bugger…!"

The Doctor abruptly released Martha, dropping her back onto her feet at the sound of the lift being called, "No, no, no!" he exclaimed as he dashed over to the doors, his sonic screwdriver in hand, "See," he huffed, "Never waste time with a hug," he aimed his sonic at the control panel of the lift, the slender device whirring as he tried to stop it, "Deadlock seal," he grumbled in the next moment, lowering his sonic "I can't stop it."

"Where's it going?" Martha frowned.

"All the way down, right?" Sophie murmured with a frown of her own.

"Right down to the Daleks," the Doctor nodded, with a frustrated frown of his own, "And they're not going to leave us alone up here," he turned to them urgently, "What's the time?"

"Er," Frank quickly checked his watch, "11.15."

"Six minutes to go," the Doctor muttered, "I've got to remove the Dalekanium before the gamma radiation hits."

"No time to waste then," Sophie murmured as she turned and started swiftly towards the open area, Martha falling into step with her as the Doctor hurried after them, Tallulah and Laszlo following after them.

"Gammon radiation?" Tallulah questioned with confusion, glancing about at the others, "What the heck is that?"

"Oh, that's high," the Doctor muttered as he looked out over the city, "That's very… blimey, that's high."

Sophie turned her gaze from the view to eye him with concern, "You ok?"

"Yeah," the Doctor nodded, "Course… just an observation."

"Good," Martha nodded, "Cos we've got to go even higher," she informed him, "That's the mast up there," she pointed over to a wooden ladder that'd lead them up to the mast, "Look. There's three pieces of Dalekanium on the base. We've got to get 'em off."

"That's not 'we'," the Doctor stated firmly as he started over to the wooden ladder, Sophie and Martha following, "That's just me."

"We're not just gonna stand here and watch you," Martha protested adamantly.

"Oh," Sophie murmured as she eyed the Doctor, her fingers trembling at lightly at her sides and she fisted them, "We won't be will we?"

"I'm sorry," the Doctor nodded regretfully, his hearts pounding in his chest, hating what he was about to ask of them, the danger it'd put them in, "I'm so sorry, Sparks, Martha," he murmured with sincerity as he eyed them. Sophie staring at him with resigned knowingness and Martha with a little confusion, "But you've got to fight."

Martha's face set into a grim line, but she nodded, before she glanced at Sophie who was still staring at him and then turned leaving them alone for the moment.

"Sparks, I…"

"I know," Sophie murmured, offering him a slightly tight smile, "Just, be careful up there," she bid him, "Don't fall," she swallowed, "Or anything…"

"You too," the Doctor nodded, "Be careful," he told her just as seriously as she'd told him, his hearts aching at the thought of her getting hurt or worse dying on him, "Be so careful…" he told her, swallowing heavily, "Careful as you can."

Sophie nodded, "Promise," she murmured and then hesitated, wanting to… but then, there wasn't any time. He needed to go and the lift would be coming back up any moment… reluctantly she turned and moved to head back inside, only to be brought up short as the Doctor grabbed her arm. She turned back to him, lips parting to form a question only for his lips to meet hers in a searing kiss, that had her toes curling in her shoes.

"For luck," the Doctor murmured as he pulled back a quick moment later, far too quick in his opinion but there wasn't time.

Sophie nodded and pressed another quick searing kiss full of emotion to his lips, her hands tightening in his long brown coat, "For luck," she murmured as she pulled back, forcing herself to release him, eyes meeting before she forced herself to turn and walk on slightly weak kneed legs back inside.

The Doctor watched her for a moment, his own legs feeling a bit weak at the knees as his lips tinged with the lingering feeling of her lips against his, "Don't die, Sparks," he whispered before he forced himself to turn and he started hurrying up the ladder towards the base of the mast.

 ***O*O*O***

Human-Dalek Sec sat on the floor, slumped against a wall his former subordinates had ordered him chained to.

One of the Daleks turned to another, "Confirm time until solar intercept."

"Gamma strike, four minutes and counting," the Dalek replied.

 ***O*O*O***

The Doctor climbed higher up the scaffolding, his hands tight about the rungs of the ladder as he hung on as the high winds whipped about him, threatening to blow him off as rain beat down on him, making the rungs of the ladder slippery. He climbed further, clambering up to the base of the mast and pulled his sonic screwdriver back out of his pocket and got to work on, sonic screwdrivers blue tip flashing as it whirred in his hand. The strong winds drowning out the sound of it as he worked to get the bolts holding the Dalekanium in place off.

 ***O*O*O***

The lift dinged as it arrived at the lab, the doors sliding open, "Pig slaves will take the lift," one of the Daleks ordered, "Find the Doctor. Kill him."

The pigmen squealed at each other as they trooped towards the lift, shuffling into it, the doors slid closed with a 'ding' behind them.

 ***O*O*O***

"The lift's coming up," Martha observed as she Sophie, Tallulah, Frank and Laszlo stood before it, makeshift weapons clutched tightly in their hands.

Sophie nodded, her eyes on the counter that was displaying the lift's progress as it slowly ascended back up the building from the lab, her hand shifting about the length of piping she'd picked up to use as a weapon, rather similar to the one Martha had scrounged up.

"I shoulda brought that gun," Frank bemoaned, wiping a hand down his face as he clutched a large mallet that he'd found.

"Tallulah, stay back," Laszlo cautioned, "You too, Martha, Sophie," he added glancing at the two women stood on the other side of them, using an arm to try and urge them back, "If they send pig slaves, they're trained to kill."

Sophie shook her head, "I appreciate the concern," she murmured, but not budging, "But once those lift doors open, we're all in danger," she shifted her grip on her pipe again, trying to find a comfortable grip on it, her gloves making it feel like it might just slip from her grasp if she wasn't careful, "It's not gonna matter where we're standing."

"The Doctor needs us to fight," Martha agreed as she shifted her own grip nervously over her pipe, but not less determined than the woman standing beside her. Her expression set in a determined line, "I'm not going anywhere!"

"They're savages," Laszlo stated, still trying to push the women back with one arm, not wanting to see any of them hurt, "I should know. They're trained to slit your throat with their bare teeth," he suddenly collapsed on the floor.

"Laszlo?" Tallulah cried with concern as she knelt down beside him, the spanner in her hands falling to the floor forgotten, "What is it?"

"No," Laszlo tried as he struggled to get back up onto his feet, managing to get to his knees with the use of the large hammer in his hands to help prop him up, "It's nothing. I'm fine," he tried to wave off their concern.

"You can barely stand," Sophie murmured with growing alarm for the man as Laszlo fell back against the floor Tallulah shifting to help him lean against the wall.

"Just leave me," Laszlo panted as Tallulah put a hand against his forehead, her eyes widening at the temperature of his skin.

"Oh, honey, you're burning up," Tallulah murmured with concern as Sophie's anxious gaze shot back to the lift counter that was steadily rising up the tower towards them, "What's wrong with you?" she questioned, "Tell me."

"Great," Frank muttered lowly glancing at Martha and Sophie who were still standing with him in front of the lift, "One man down, we ain't even started yet."

"It's not looking good, Frank," Martha admitted as the lift rose higher, the pigmen inside waiting with impatience.

"No, not really," Sophie couldn't help but agree, "But, I'm not going down without a fight," she muttered, even as she recalled the Doctor telling her to 'be careful', but she couldn't quite work out how she was to be careful when he wanted, needed her to fight.

"Nope," Frank agreed, hands tightening about his makeshift weapon.

"Course not," Martha nodded, palms starting to sweat, "Oh, we're gonna get slaughtered," she bemoaned, and then thunder rolled across the sky, followed by a bright clap of lightening, "Wait a minute…" she glanced back in direction of the sound of the storm, "Lightening."

"Huh?" Sophie questioned looking at Martha before following her gaze, her eyes landing on the bits of scaffolding Martha was looking at, "Oh," she grinned, cottoning on to what the young medical student was thinking, "Brilliant!"

The two of them ran towards the other side of the room. Frank stared after them quizzically a moment before following.

 ***O*O*O***

The Doctor gritted his teeth as he pulled at a panel of Dalekanium, struggling to get it off. He managed to wrench it free of the mast and he let it fall to platform beneath his feet, before he moved to the next, trying to get his body to move faster, urgency clawing at him… he had to get it off. Get it off and get back down to his Sparks and Martha…

 ***O*O*O***

Sophie, Martha and Frank shifted chairs about the floor using them to trail long metal rod across the floor from the outside and all the way to the lift, ensuring that the rods weren't touching the floor, whilst Tallulah stayed with Laszlo.

"Aw," the blond cooed at him in the hopes of soothing some of her Laszlo's discomfort, "You'll be alright, sweetheart. Don't you worry," before she glanced at the three that were hurrying about, to get the metal rods set up, making a racket in the process, "What the hell are you three clowns doing?" she demanded with a bit of irritation.

"Improving our odds," Sophie replied.

"What?" Tallulah questioned confused.

"Even if the Doctor stops the Dalekanium," Martha started to explain, "This place is still going to get hit. Great big bolt of lightening, electricity all down this building. Connect this to the lift and they get zapped."

"Oh my God," Tallulah exclaimed, no longer irritated as she stared at the three that were still working, "That could work!"

"Then give us a hand," Frank insisted and Tallulah gave a bit of a nod, dropping a kiss on her Laszlo's head before she got up, moving to help the others.

 ***O*O*O***

"Gamma strike imminent," one of the Daleks reported, "In 40 rels. 39…" it started to count down the time, "38… 37…"

 ***O*O*O***

The Doctor was working on getting another bolt on the second panel undone, his sonic whirring busily as he ran it along the bolt securing the panel. The Time Lord shivering in the lashing wind, that if anything was getting stronger the closer the gamma strike got, when the slender device slipped from between his fingers. He reached for it, trying to catch it out of thin air, only to miss and he watched helplessly and horrified as it fell over the edge. He leaned over staring after it for a moment, with frustration and alarm, and a growing sense of despair as he squinted through the darkness trying to see where it had landed.

He turned his head to look at the Dalekanium panels that were still attached to the mast, hearts pounding in his chest as his mind raced. He didn't have time to climb back down to where his sonic had landed and so he closed his hands about the panel he'd been working on removing and started to pull. His hearts pounding almost painfully against his ribcage at how still firmly affixed the panel still was to mast. He barely had half a minute and no sonic screwdriver and two panels still attached to the base of the mast…

 ***O*O*O***

Martha and Sophie finished lining up the last of the long metal rods at the lift doors, "Is that gonna work?" Tallulah asked, eyeing their handy work a bit dubiously. It had all sounded good in theory but… now, seeing the metal lined along the chairs. She was struggling to see how it was supposed to actually work.

"It's got to," Martha murmured as she and Sophie moved back over to the pillar, Tallulah was standing by Laszlo who was sitting slumped against it.

"It will," Sophie nodded, her gaze going out towards the open area of the floor, teeth worrying her lower lip as she couldn't help but worry about the Doctor all the way up there on the mast… she could still feel him, high above them… what was taking so long…? The gamma strike was any moment now… and he was still up there. Still up there and she couldn't feel anything from him… she just knew that he was there, but everything else… everything else was still carefully tucked away behind his shields… like they had been for a while. Her teeth sank deeper into her lower lip, her concern rising. Her worried gaze was drawn to Frank as he quickly strode back into the floor from outside.

The young man offered her a reassuring and encouraging smile, misreading the concern on Sophie's face, "I've got it all piped up to the scaffolding outside," he assured her.

Sophie nodded, "Good. That's good," she nodded again, "You should um," Sophie forced herself to focus, "You should come over here."

Martha nodded and waved him over, "Come here," she agreed, "Just sit in the middle, Frank. And don't touch anything metal."

"Yeah," Frank nodded as he joined them, hunkering down beside them by the pillar, being sure not to touch any of the metal that they'd laid out across the floor.

 ***O*O*O***

The Doctor yanked desperately at the second panel of Dalekanium, grunting with the effort he was exerting to try and get it off. He could feel Sophie's mind brushing against his, the concern in her thoughts. His own still firmly hidden away behind his shields, he didn't want to scare her… worry her any further than she already was and if she knew he'd dropped the sonic… he wouldn't put it past her to try and retrieve it for him. And, she needed to focus… he needed her to focus on surviving… he projected that need to her and just that need, keeping everything else hidden. Refusing to scare her. Refusing to have her try and clamber up here after him and put herself in more danger. He felt her withdraw still concerned, but conceding… another bid for him to please be careful, and his hearts ached in his chest as they continued to pound in his chest, "Come on!" he gritted out as he continued to struggle to pry the panel from the mast…

 ***O*O*O***

"12… 11… 10…" the Dalek continued the count down to the Gamma strike that would see their army rise.

 ***O*O*O***

The Doctor stood, giving up on trying to pry the panel from the mast. He had seconds… mere seconds. Not enough time to get the panels off without his sonic. He peered up at the top of the mast and then the sky above.

 ***O*O*O***

Sophie, Martha, Tallulah, Frank and Laszlo huddled together by the pillar, eyes on the counter as the lift rose up, passing the 95th floor.

 ***O*O*O***

"Sorry, Sparks," the Doctor murmured, swallowing heavily as he climbed up to the mast, and wrapped his arms about it, clinging to it tightly. It wouldn't kill him, but it'd hurt. Hurt rather badly… and he doubted Sophie would consider getting electrocuted being careful. But… he was out of other options. There wasn't anything else that he could do to stop this, except, get in the way and he couldn't let this happen. He couldn't. Not if he could stop it!

 ***O*O*O***

The lift dinged as it reached the one hundredth floor and Sophie tensed, Martha grasping her gloved hand as the doors slid open, revealing the pigmen inside. The group huddled on the floor watching with wide eyes, waiting to see if the plan would truly work…

 ***O*O*O***

"Zero," the Dalek declared, "Gamma strike!"

 ***O*O*O***

A bolt of lightening clapped through the sky, striking the mast, coursing down it and through the Doctor who screamed, his eyes screwed tightly shut as the electricity passed through him and onwards down the building.

 ***O*O*O***

The electricity coursed on down the conductor hitting the scaffolding poles, and passed along them, the group huddled by the pillar closing their eyes, and the electricity struck the group of pigmen in the lift.

 ***O*O*O***

The Doctor clung tightly to the mast, muscles contracting, and his face contorted in pain as he screamed.

 ***O*O*O***

The pigmen started to crumple to the floor.

 ***O*O*O***

The Energy from the gamma strike continued on, coursing down the entire Empire State Building and into the lab.

"The army awakes," one of the Daleks stated as the stretchers suspended above them began to lower. The bodies atop them reviving, awakening and pushing off their shrouds they sat up, faces emotionless.

 ***O*O*O***

Sophie, Martha, Frank, Tallulah and Lazslo opened their eyes and looked towards the lift to see the pigmen lying lifelessly on the floor of the lift. Martha got up and ran towards the lift, her eyes wide with horror as Frank and Tallulah followed her.

"You did it, Martha," Tallulah cheered whilst Frank wrapped an arm over her shoulders.

Sophie stared at the bodies of the pigmen in the lift solemnly, her heart hammering in her chest, before she was turning and heading outside, for the mast. The Doctor had still been up there when the gamma strike had hit!

"They used to be like Laszlo," Martha murmured regretfully, her eyes still wide with horror and regret at what she'd done, "They were people, and I killed them," she was training to be a Doctor to save lives not to take them.

"No," Laszlo shook his head as he came up behind them having managed to get to his feet, "The Daleks killed them. Long ago."

Martha took a breath and gave a slight nod, before she paused, her eyes widening again, this time with alarm, "What about the Doctor?" she glanced around, "Where's Sophie?" she asked even as she turned to the open area of the floor that led outside.

"She's gone up," Laszlo replied, stating what Martha had already realised as the young medical student, slipped from under Frank's consoling arm and ran outside. Frank staring after her a brief moment before he swiftly followed.

Sophie paused briefly in her climb as she caught sight of a familiar slender object as it sat a bit precariously. She looked up towards the mast, her heart pounding with increasing fear for the Time Lord, before she reached for the sonic screwdriver, fingers scrapping it, almost bumping it off, before closing around it. She clutched it tightly, before slipping it into one of the bigger on the inside pockets of her leather jacket and started to climb up towards the mast again, her teeth anxiously abusing her lower lip, as she moved as swiftly as she could manage up the ladder, just wanting to get to him.

Whilst below her, Martha and Frank hurried to ascend the ladder themselves. The young medical student squinting in the dark, hoping to see Sophie above her as she continued to climb, hoping that the Time Lord was alright.

 ***O*O*O***

In the lab, a line of human Daleks stood, impassively facing their creators, "You will identify," one of the Daleks demanded.

"I am a Dalek," the man that had once been the Foreman to the construction of the Empire State Building replied.

"Excellent," another Dalek stated.

"Begin the invasion of Manhattan," the third Dalek ordered, "The population will be converted to Daleks."

"And from this island we will conquer the world," the second Dalek to speak stated.

"Assume battle positions," the third Dalek ordered and the human Daleks turned on the spot, "Take arms."

The human Daleks marched forward, moving past a weapons rack, each one taking a gun from it, before marching on.

 ***O*O*O***

Sophie reached the base of the mast, climbing up onto it, her eyes immediately landing on the Doctor's prone form as he lay on his back by the mast, his eyes closed. She swallowed heavily, scrambling over to him, her heart heavy in her chest, "Doctor?!" she called, swallowing heavily again as she reminded herself that she could still feel his mind with her own. That he wasn't dead, just unconscious, "Doctor!" she tried again as she took in the sight of him, lifting a hand to stroke it over his hair, "You know, when I said 'or anything' that included getting struck by lightening," she murmured as she stroked her thumb back and forth over his forehead.

"I know," the Doctor groaned and Sophie started to smile in relief as he turned his head into her soft touch, "I did try, Sparks…" he blinked open his eyes, focusing them on her face as she leaned over him, "But I dropped my…"

"Sonic," Sophie nodded, "I know," she lifted her hand from his hand and started to dig in her pocket, pulling the slender device out, "I found it halfway down," she showed it to him, "Kind of clumsy of you."

"Not my finest moment," the Doctor agreed with a nod, only to grimace, "Oh, my head," he groaned as the action aggravated the throbbing he was experiencing.

"Yes, well… struck by lightening. Can't imagine it's pleasant," Sophie observed, eyeing him over, her hand returning to softly touch his head.

"No. It's a shocking experience," the Doctor punned.

"Oh, stop it," Sophie groaned, even as she smiled at him with relief as his eyes seemed to clear a bit more as he stared up at her.

He returned her smile, "Glad you survived, Sparks."

"Well, I promised," she murmured, stroking her hand over his hair, "Glad you survived too. Even if you did a good job of trying to give me a heart attack in the process," she lightly smacked at his chest for how much he'd concerned her.

"Oh, ow!" the Doctor mock whinged and grabbed her hand, giving it a squeeze, "Sorry," he murmured and Sophie nodded squeezing his hand back, "What about Martha?" he asked, his brow furrowing with concern, "Did she…?"

"I'm fine," Martha replied and the two looked over to see that Martha and Frank had clambered onto the base of the mast themselves. The young medical student grinned with relief as she stepped towards him, "Hiya."

"Hi," the Doctor mumbled, returning her relieved smile, glad that he hadn't lost someone else, "You both survived," he breathed as he turned his gaze from Martha to look at Sophie again, "That's good."

He shifted on the platform he was lying on, rising up enough so that he could press his forehead against Sophie's, basking in that sense of relief. Sophie was fine. She was fine. They were both fine, better than fine. They were alive.

"I can't help noticing…" Martha cut into their moment as she eyed the mast, the two turning their attention to her, "There's Dalekanium still attached…" she murmured as she turned her eyes to the Doctor again.

And the Doctor's eyes widened and he shot up to his feet. Right, yes! There was still things that he had to do. He grabbed his sonic back from Sophie, before he turned for the ladder, hurrying back down it. Sophie, Martha and Frank swiftly following after him as far below them, the human Dalek's marched through the sewers.

 ***O*O*O***

"War demands strategy," Dalek Caan announced, "I am designated controller."

Sec shifted against his chains, "That was to be my position," he protested with indigence as he glowered at his three subordinates.

"You are unfit," one of the other Dalek's responded.

"Connect me to military computer," Dalek Caan commanded as he glided towards the machinery set up at the back of the lab, "I will coordinate all units."

 ***O*O*O***

"The Daleks will have gone straight to a war footing," the Doctor spoke rapidly as they grouped together on the balcony overlooking the city, "They'll be using the sewers, spreading the soldiers out underneath Manhattan."

"How do we stop them?" Laszlo asked, the words escaping him in a pained wheeze.

"There's only one chance," the Doctor replied, "I got in the way," he explained as they all looked at him, "That gamma strike went zapping through me first," he stated, before he turned and moved quickly into the floor, heading for the lift as Sophie, Martha, Frank, Tallulah and Laszlo quickly followed him.

Sophie eyed him as she fell into step beside him, "You getting in the way… that's enough to stop them?"

"Oh yes," the Doctor nodded as he glanced at her with a bit of a smile.

Sophie continued to eye him, but nodded, "Ok," she murmured as she returned his smile.

Martha eyed the two of them with confusion, "Yeah, ok…" she nodded herself, "But, what does that mean?"

"No idea," Sophie admitted as she glanced at Martha, "But, it sounds like one of his crazy schemes," she added in explanation in response to the look Martha was giving her, "And, somehow, they always work."

"We need to draw fire," the Doctor continued, his brow furrowing in thought, "Before they can attack New York, I need to face them. Where can I draw them out?" he questioned, speaking mostly to himself, "Think, think," he muttered as he stroked his fingers down his chin, "Think, think, think," he continued as he lifted his hands and ran the both of them through his hair, mussing it, leaving it standing on end, "We need some sort of space, somewhere safe, somewhere out of the way," his eyes widened in realisation and he spun around, "Tallulah!" he exclaimed a hand extended towards her, pointing at her.

"That's me," Tallulah nodded with a bit of a smile, "Three L's and an H."

"The theatre!" the Doctor continued like she hadn't spoken, "It's right above them, and, what, it's gone midnight? Can you get us inside?"

"Don't see why not," Tallulah replied.

The Doctor turned back to the lift he'd been walking towards eyeing the state of it, "Is there another lift?"

"The service elevator," Sophie and Martha replied.

"It'll do," the Doctor nodded and Martha turned, leading the way at a swift clip, "Allons-y!" he called as he grasped Sophie's hand and the two ran after Martha, leaving Frank, Tallulah and Laszlo to follow after them.

 ***O*O*O***

"Report status," one of the Daleks requested of Dalek Caan, who was hooked up to the battle computer by wires that were connected to its casing.

"Maximum efficiency," Caan reported in response, "I am now ready for full scale war."

Daleks Jast and Thay stared at Caan through their eyestalks, "Control over Dalek humans?" one of them asked.

"Connection confirmed," Caan replied, "All soldiers will take heed," Caan ordered and the Dalek humans marching through the sewers stopped and stood to attention, "All weapons will be primed," Caan continued and the Dalek humans cocked their weapons.

 ***O*O*O***

The Doctor, Sophie, Martha, Frank, Tallulah and Laszlo ran into the darkened theatre, "This should do it," the Doctor nodded as he glanced around, taking in the stage from where they were standing amongst the seats, "Here we go," he jumped up onto some of the seats, standing atop them as he pulled his sonic back out of his pocket and switched it on.

"There ain't nothing more creepy than a theatre in the dark," Tallulah muttered, shivering and hugging her jacket about her.

"It is a bit creepy," Sophie agreed as she glanced about the dark theatre, "Definitely seen creepier things, though."

Tallulah stared at her aghast, "Just what sort of places he been taking you?" she jerked her thumb at the Time Lord.

"Oh, all over really…" Sophie began only to trail as Tallulah turned her gaze back to the Doctor, accusing eyes turning quizzical as she took in what he was doing as he stood atop the chair, aiming the sonic about, the slender device buzzing and the blue tip glowing brightly in the darkness of theatre.

"Listen," the blond began, still eyeing him quizzically for his strange behaviour, "Doctor, I know you got a thing for show tunes, but there's a time and a place, huh?"

Laszlo sank down into one of the chairs, practically falling into it, breathing hard, and Tallulah turned to him with concern, entirely diverted from her dislike of being the darkened theatre, "Laszlo, what's wrong?" she asked as she sat next to him.

"Nothing," Laszlo panted as Tallulah caressed his face soothingly, "It's just so hot."

"But…" Tallulah frowned, "It's freezing in here," she murmured with concern, "Doctor," she turned back to the Time Lord, "What's happening to him?"

"Not now, Tallulah," the Doctor responded, a tad tersely as he held his sonic screwdriver to his ear, listening to it, checking it's frequency, "Sorry."

"What are you doing?" Martha asked him.

"If the Daleks are going to war, they'll wanna find their number one enemy," the Doctor explained, "I'm just telling them where I am," he raised his sonic into the air and hit the button again making it bleep.

"And how long, before they detect the signal your sending?" Sophie asked, at least she was pretty sure that the 'bleeping' he had the sonic screwdriver doing was him sending out a signal of some kind for the Daleks to detect.

The Doctor glanced at her, "Not long," he murmured and Sophie nodded glancing around the theatre again for any sign of the army of Dalek humans that the Doctor had told them had awoken with the gamma strike and the Daleks themselves, before still feeling his eyes on her gaze went back to him.

"You want to send us away again," Sophie murmured.

"It's not safe," the Doctor murmured whilst Martha tensed and her eyes narrowed on him as she bristled with indigence.

"What?!" Martha exclaimed as she stared unhappily at the Time Lord, and the Doctor sighed, scrubbing a hand through his already mussed hair.

"I don't have time to argue…" he tried, his sonic still beeping as he continued to hold it above his head.

 ***O*O*O***

"Sonic device detected!" Caan cried as it picked up the bleeping signal of the Doctor's sonic screwdriver.

"The Doctor survived," Dalek Thay cried.

"Find him and exterminate!" Jast cried to the agreement of the other two, whilst Sec watched helplessly from where he was chained to the wall.

 ***O*O*O***

"I'm telling you to go," the Doctor continued, "Frank can take you back to Hooverville…"

"What about you?" Sophie asked as she stared at him, her eyes wide with concern.

"I'll be fine," the Doctor tried.

Sophie shook her head, "They want you dead," she rebutted.

"Sparks," the Doctor exclaimed with frustration, "You say that you always listen to me. So, please listen to me now. I swear, I'll be fine. I promise. But, you…" he took her hand with his free one, his other still holding the sonic screwdriver aloft, "I need you to be safe," he squeezed her hand, his eyes meeting hers. He couldn't predict what they'd do to her now that they'd turned on Sec… Sec who'd decreed that she could live.

Sophie swallowed and started to nod, only for Martha to cut across, "Rule number one. The Doctor lies."

"What?" the Doctor exclaimed his eyes darting to Martha, "That's not rule number one," he spluttered.

"No, it's not your rule one," Martha rebutted.

Sophie glanced at Martha, leaning towards her, "He doesn't know about that," she muttered lowly as the Doctor continued to splutter with indigence.

Martha blinked, glancing at Sophie, taking in her expression. Oh, oops.

"There is no other rule one," the Doctor continued as the two women turned their gazes back to him, "And, you're both going to Hooverville."

"No," Martha shook her head, "I'm not going."

"Martha, that's an order," the Doctor shouted, louder than he'd intended in his mounting frustration.

"What are you then?" Martha frowned as she crossed her arms stubbornly, glowering at him unimpressed, "Some sort of Dalek?"

The Doctor pursed his lips at that, before he turned to Sophie urgently, fear clawing at him, making his hearts pound, "Sparks?"

"I…" Sophie flicked her tongue out over her lips, anxiously her heart pounding, "I don't want to leave you," she admitted, her hand that was still clutching his tightening. Terrified that if she left, it'd truly be the last time she'd see him alive.

The Doctor's face softened, "And I don't want to lose you," he murmured, before he glanced at Martha eyeing her pointedly, "Either of you," the young medical student's posture eased and she smiled slightly, hope blossoming that he really didn't just want to be rid of her after all, "So, please… just go. I'll be…"

He was cut off as the doors to the theatre burst open, and people armed with guns marched in, "Too late…" Sophie mumbled lowly.

"Doctor! Oh, my God!" Tallulah exclaimed with fright, her eyes wide with it, "Well, I guess that's them then, huh?"

The Doctor pulled her closer to him by their joined hands and lowered his head, his lips brushing her ear as he whispered to her urgently, "Try and stay behind me," she nodded, "Don't draw attention to yourself," he added and she nodded again as she darted her gaze about the people that were surrounding them, their faces completely impassive.

"Humans…" Martha murmured, swallowing heavily as she looked at them, "With Dalek DNA?"

Frank moved to attack, only for the Doctor to release Sophie to pull him back, "It's alright…" he assured, "It's alright," he repeated, "Just stay calm," he told them, "Don't antagonize them," he warned. It wasn't them that they had to worry about, not really… not anymore. It was what would follow them.

"But, what of the Dalek masters?" Laszlo asked as he glanced at the Doctor, doing his best to stand protectively in front of Tallulah ignoring the pain and the insufferable heat that he was feeling burning beneath his skin, "Where are they?"

"Oh… they'll be here," the Doctor muttered, wishing that, just this once that no one had argued, that they'd just gone… but then, his hand found Sophie's again, interlacing their fingers, if they had just left they wouldn't be human.

And, it warmed him, that Sophie, who he knew hated arguing, verbally fighting with anyone at all, especially when it was with someone she cared about. Cared enough, loved him enough, to try and argue with him. He felt her gloved hand squeeze his and he squeezed back, brushing his consciousness reassuringly against hers, feeling her returning the gesture as they glanced about at the Dalek humans, waiting…

 ***O*O*O***

"Doctor located," Caan called through the comm, "Advance!" it ordered the other Daleks, "Advance!"

 ***O*O*O***

There was an explosion on the stage and the Doctor ducked, being sure to pull Sophie down with him as the others ducked behind the seats themselves. The Doctor peeked over the top of the seats, squinting through the smoke as it cleared to see Human-Dalek Sec crawling on all fours, chained to one of two Daleks that had appeared on the stage a bit behind the hybrid that had once been their leader. The Time Lord slowly stood as they others peeked over the chairs before they too slowly straightened up.

"The Doctor will stand before the Daleks," one of the two Daleks on the stage ordered and the Doctor gave Sophie's hand a squeeze.

' _Remember, don't draw attention to yourself,'_ he cautioned, before he released Sophie's hand and stepped over the seat he'd ducked behind earlier and strode forward, stepping from seat to seat shifting so that he was stood in front of Sophie, hiding her from view as best he could, until he was stood before the Daleks atop a couple of the seats in the front row.

"You will die, Doctor," the other Dalek stated and Sophie bit her lower lip harshly, her heart pounding and she gripped the back of the chair she was standing behind tightly, "It is the beginning of a new age."

"Planet Earth will become New Skaro," the first Dalek agreed.

"Oh, and what a world," the Doctor exclaimed scornfully, "With anything just the slightest bit different ground into the dirt. That's Dalek Sec," he pointed at the poor creature that was on hands and knees before them, "Don't you remember? The cleverest Dalek ever and look what you've done to him," he lowered his hand, "Is that your new Empire? Hmm?" he questioned mockingly, "Is that the foundation for a whole new civilization?"

"My Daleks…" Sec sat up a bit as he pleaded with them. Pleaded for them to understand, "Just understand this. If you choose death and destruction," he rasped, "Then death and destruction will choose you."

"Incorrect," one of the Daleks stated, "We will always survive."

"Now we will destroy our greatest enemy," the other announced, its stalks quivering with agitation, "The Doctor."

Sophie let out a shaky breath, her fingers digging into the material of the seat with the effort it took her to keep quiet. To not draw attention to herself in that moment, every fibre in her being wanting to rush to him.

Martha reached out, clutching at Sophie's arm as she stared with eyes wide with alarm at the prospect of seeing him die in the same way she'd seen Solomon die.

"But he can help you," Sec protested.

"The Doctor must die," the other Dalek stated, "And his abomination will follow," it cried and Sophie stiffened as the Doctor's eyes narrowed.

"No," Sec crawled in front of the Dalek that had spoken as it aimed its laser stalk at the Doctor, "I beg you, don't!"

"Exterminate!" it cried and Sophie jerked with alarm only for Sec to stand just as it fired, the deadly beam hitting Sec, killing him instantly.

The Doctor stared at the crumpled body of Sec, "Your own leader," he all but spat in his disgust as he lifted his dark gaze to the two Daleks on the stage, "The only creature who might have led you out of the darkness and you destroyed him," he turned to the Dalek humans, "Do you see what they did? Huh?" he asked them, "You see what a Dalek really is?"

 ***O*O*O***

"Warning," Caan called through the comm to Jast and Thay, "Dalek humans show increased levels of serotonin."

 ***O*O*O***

"If I'm going to die, let's give the new boys a shot," the Doctor called challenging to the Daleks on the stage.

"Oh…" Sophie breathed lowly, her eyes wide with fear as she stared at the Time Lord's back, as her heart continued to pound, "I think I hate him."

' _Nah, you don't,'_ came the Doctor's telepathic response, having caught her low whisper, a smugness to his tone that her eyes narrowing on his back, _'Ya love me, Sparks.'_

"What do you think, eh?" the Doctor continued out loud, "The Dalek humans. Their first blood. Go on," he threw his arms out to the sides, "Go on baptise them."

"Dalek humans," one of the Daleks began, "Take aim," and the Dalek humans aimed their weapons at the Doctor.

' _Oh, what are you doing?!'_ Sophie mentally bemoaned as she clutched at the back of the seat tighter, feeling Martha's hand tighten about her forearm over the material of her leather jacket.

' _You'll see, Sparks,'_ the Doctor replied and Sophie blinked, but otherwise didn't reply or dwell on the fact that she'd accidentally projected again.

"What are you waiting for?" the Doctor called to the Daleks again, "Give the command," he urged them.

"Exterminate!" the same Dalek called the order and the Doctor closed his eyes, body tensing more at the word than anything else. And, Martha turned, ducking her head against Frank' chest. Whilst Sophie swallowed heavily, her eyes wide as the silence settled heavily over the theatre and she glanced about the Dalek humans that had yet to react to the order, "Exterminate!" it cried again only for more silence to follow, "Obey," it exclaimed, "Dalek humans will obey."

"They're not firing," Martha blinked, body relaxing slightly as she turned away from Frank, "What have you done?"

Sophie frowned thoughtfully, "He got in the way…" she half mumbled.

"Yeah," Martha murmured softly as she nodded, glancing around, "He said that," she glanced at Sophie, "But, what does that mean?"

Sophie merely shook her head, her gaze affixed to the Doctor's back, not entirely sure herself what exactly it was that he'd done.

"You will obey," the Dalek issuing the order insisted, "Exterminate!"

"Why?" the man who'd once been the Foreman questioned as he peered up at the Daleks on the stage.

The Doctor glancing at him with a small smile quirking up his lips. Whilst Sophie blinked at him, stunned. Had he just… questioned an order? Daleks didn't do… that. Her gaze shot back to the Doctor, her eyes widening with dawning realisation. He'd gotten in the way he'd said… _'Oh, oh…! You Foxy Git!'_

' _Told ya you loved me, Sparks,'_ came the Doctor's cheeky and rather pleased response and she got the mental impression of a cheeky wink accompanied by that foxy smirk of his that she liked so much.

"Daleks do not question orders," one of the Daleks cried, stalks quivering as it eyed the former foreman through its eyestalk.

"But why?" the Dalek human continued to question.

"You will stop this," the same Dalek ordered.

"But… why?" the Dalek human questioned confused.

"You must not question," the Dalek insisted.

"But," the Dalek human frowned, "You are not our master," he stated slowly, "And we… we are not Daleks."

"No, you're not," the Doctor murmured with a smirk, "And you never will be," he assured them, before he turned back to the two Daleks on the stage, "Sorry, I got in the way of the lightening strike," he explained with mock sheepishness, "Time Lord DNA got all mixed up," he carried on, "Just that little bit of freedom."

"If they will not obey, then they must die," one of the Daleks stated emotionlessly, before it turned its laser on the former foreman and fired. The man screaming as it hit him, before he crumpled to the floor dead.

"Get down!" the Doctor shouted and Sophie, Martha, Frank, Tallulah and Laszlo all ducked as the Time Lord did a moment before the Dalek humans that weren't really Dalek humans opened fire in retaliation.

"Exterminate!" the Daleks cried as they returned fire, laser stalks aiming at their mutated creations, "Exterminate!"

 ***O*O*O***

"Destroy the hybrids," Caan ordered, its own stalks quivering with the need to kill their disobedient creations, "Destroy!"

 ***O*O*O***

"Exterminate!" the Daleks continued to cry the order as they fired, beam after beam at the mutated humans.

One of the mutated humans fired again, hitting one of the Daleks dead on, the advanced weaponry they had been given blowing the Dalek up on impact.

"Extermin…" the remaining Dalek on the stage began only for another blast to hit it mid word as the impact blew up its uppercasing and the firing stopped and the Doctor, Sophie, Martha, Frank, Tallulah and Laszlo slowly stood.

"It's alright," the Doctor assured as he walked towards the mutated humans, "It's alright. It's alright. You did it," he smiled at them, "You're free."

 ***O*O*O***

"The Dalek humans are failures," Caan exclaimed, stalks still quivering with agitation, "Destruct!" it ordered shrilly, "Destruct! Destruct!"

 ***O*O*O***

A high pitched sound wailed through the air and the mutated humans clutched their heads, crying out in agony.

"No!" the Doctor shouted, horrified as he realised what was happening, "They can't!" he exclaimed as the mutated humans began to crumple one by one to the ground, "They can't! They can't! They can't!"

"Oh, my God!" Sophie breathed horrified as she stepped towards one of the fallen bodies, a hand coming up over her mouth with horror as she came to stand beside the Doctor, staring at the lost lives sadly, their minds… gone, life snuffed out.

"What happened?" Martha asked from the Doctor's other side having walked over with Sophie, she bent down to check on the fallen man, "What was that?"

"They killed 'em," the Doctor murmured lowly, "Rather than let them live. An entire species," his hand twitched into fists as his fury simmered, "Genocide."

"Only two of the Daleks have been destroyed," Laszlo murmured, "One of the Dalek masters must still be alive."

"Oh, yes," the Doctor bit out from between clenched teeth as he stood, "In the whole universe, just one."

 ***O*O*O***

The Doctor entered the laboratory, his gaze immediately landing on the Dalek that was still hooked up to the battle computer at the other end of the room, "Now what?" he asked as he came to a stop, just staring at the alien. The last of its kind.

"You will be exterminated," came the predictable response from the Dalek.

"Yeah, yeah, yeah, yeah," the Doctor exclaimed with exasperation, "Just think about it, Dalek…" he trailed, squinting a bit at the Dalek that was across the laboratory from him, "What was your name?"

"Dalek Caan," it replied.

"Dalek Caan," the Doctor nodded starting forward again as he continued, his hands in the pockets of his suit pants, "Your entire species has been wiped out. And now the Cult of Skaro has been eradicated. Leaving only you. Right now you're facing the only man in the universe who might show you some compassion," he came to a stop again, 'Cos I've just seen one genocide. I won't cause another. Caan…" he murmured lowly as he stared solemnly at the Dalek as it eyed him back, "Let me help you. What do you say?"

"Emergency temporal shift!" it cried and the Doctor, charged forward in an attempt to stop it, but it was too late as Dalek Caan disappeared, leaving the wires that had been connected to it, hanging limping from the battle computer.

Sophie stepped into the laboratory as the Doctor let out a frustrated sound as he tugged angrily at the length of his hair, "It's gone?" she murmured as she approached him.

The Doctor took a steadying breath and let it out slowly, "Yeah," he muttered kicking his foot along the floor of the lab, before he turned to her, his Sparks and pulled her into a tight hug that she returned.

"Doctor!" Martha called with alarm as she and Tallulah came in supporting Laszlo between them, "Doctor!" the two turned and Sophie's eyes widened at the sight of Laszlo, he hadn't been that bad earlier when she'd gone on ahead, just a little out of breath again, "He's sick!" Martha cried as she and Tallulah lowered the wheezing and heavily breathing Laszlo to the floor. Tallulah cradling him on her lap.

"It's ok," Martha tried to assure him as the Doctor and Sophie approached, "You're alright," as the Time Lord and Sophie kneeled down, "It's his heart," Martha explained as she glanced up at them, "It's racing like mad. I've never seen anything like it."

"What is it, Doctor?" Tallulah asked her voice wavering with her concern for her Laszlo, "What's the matter with him? He says he can't breathe? What is it?"

"It's time, sweetheart," Laszlo managed to wheeze out from between his panted breathes as he continued to struggle for air.

"What do you mean, 'time'?" Tallulah looked at him, hands stroking his face, "What are you talking about?"

"None of the slaves… survive long," Laszlo panted and Sophie tugged at the end of her braid as she bit her lower lip, her eyes widening as they turned sad at that revelation, "Most of them only live for a few weeks. I was lucky. I held on 'cos I had you. But now… I'm dyin', Tallulah."

"No, you're not," Tallulah shook her head, smiling through tears that welled in her eyes, "Not now, not after all this," she looked up, her eyes finding the Doctor's, "Doctor," she pleaded, "Can't you do somethin'?"

"Oh, Tallulah with three Ls and an H…" the Doctor sighed and then blinked as a thought struck him and he grinned as he all but leapt back up to his feet, "Just you watch me!" he shrugged out of his coat and tossed it to Sophie, "Hold on to that for me, Sparks," the petite brunette nodded as she folded it over her arms, watching him as he continued, "What do I need? Oh, I don't know," he turned about pretending to think, "How about a great big genetic laboratory?" he turned back to them with a bit of a grin, "Oh, look, I've got one. Laszlo, just you hold on," he ordered as he started dashing about the lab, "There's been too many deaths today," he started mixing up a solution, mind racing through what he needed as he continued to ramble, his brain going a thousand miles a minute as he fiddled with the different colour solutions, "Way to many people have died. Brand new creatures and wise old men and age old enemies. And I'm tellin' you, I'm tellin' you right now, I am not having one more death! Got that? Not one!" he stated vehemently as Sophie gave him a bit of a nod, "Tallulah, out of the way," he shooed her as he pulled his stethoscope out of his bigger on the inside pockets and placed the ends in his ears as he started back towards Laszlo, his expression determined as he stated vehemently, "The Doctor is in," and Sophie grinned at him as she watched him work.

' _Yeah,'_ she couldn't help but think as she watched him with a fond smile, _'I love the Foxy Git,'_ and then blinked as she suddenly got a quick warm affectionate kiss pressed to her forehead by the Time Lord.

"Love you too," he stated to Tallulah's confusion as she stared at them quizzically, "Now, no distractions," he ordered as he swiftly turned back to Laszlo, smirking as Sophie blushed and she mumbled something about needing him to tell her why she was still accidentally projecting at him. Something that the Doctor still firmly believed that he'd never say, he adored her little slips far too much to want them to stop.

 ***O*O*O***

Sophie, the Doctor and Martha leaned against a park bench in Central park, whilst Tallulah and Laszlo stood together, snuggling, Laszlo covered with an overcoat and hat to help hide his features, the early morning sun shining down on them as the five of them waited and watched for Frank to return.

"Well," Frank began as he re-joined them a moment later, "I talked to 'em, and I told 'em what Solomon would've said and I recon I shamed one or two of 'em."

The Doctor straightened up from his lean, "What did they say?"

Frank smiled, "They said yes," and Tallulah let out a joyous gasp, hugging Laszlo tightly, whilst the Doctor, Sophie and Martha smiled, "They'll give you a home, Laszlo. I mean, uh," he continued a bit awkwardly, "Don't imagine people ain't gonna stare. I can't promise you'll be at peace but, in the end, that is what Hooverville is for, people who ain't got nowhere else."

"Thank you…" Laszlo murmured to Frank as he hugged Tallulah back, "I can't thank you enough," and Frank gave him a small nod.

 ***O*O*O***

Martha glanced at the Doctor and Sophie as the three of them walked together back towards the Tardis, "Do you reckon it's gonna work, those two?"

"I don't know," the Doctor mused thoughtfully.

"I hope so…" Sophie murmured as she glanced past the Doctor to look at Martha, "They really love each other."

"Anywhere else in the universe, I might worry about them," the Doctor murmured, his hands in his suit pants pockets once again, "But New York? That's what this city's good at," he nodded as he started to quote, "Give me your tired, your poor, your huddled masses, and maybe the odd pig-slave-Dalek-mutant-hybrid too."

Martha let out a light laugh, "The pig and the showgirl."

The Doctor smiled, "The pig and the showgirl."

Sophie glanced out past the body of water, "The pig and the showgirl," she murmured softly, her mind turning back to the question of just what she was at the Doctor's light jesting mention of the hybrid Laszlo had become.

"It just proves it, I suppose," Martha mused as she paused, turning to look out over the water herself, "There's someone for everyone."

The Doctor glanced at Sophie seeing her far off expression and took her hand drawing her full attention back to the present, "Oh, I think so," he murmured as he interlaced their fingers.

Sophie smiled at him, "Definitely," she nodded as she squeezed his hand, before she followed him towards the Tardis once more as he started walking again.

"Meant to say…" Martha murmured sighing out a breath as she fell into step with the two again, "Sorry."

The Doctor glanced at her with a quizzical expression, "What for?"

"Just cos, that Dalek got away," Martha murmured, "I know what that means to you," the Doctor swallowed and turned away again, pulling out his key to unlock the Tardis, feeling Sophie's hand squeeze about his again, "Think you'll ever see it again?" Martha asked softly as the Doctor unlocked the door.

"Oh yes," the Doctor replied with a nod and held the door open for her and Martha strode past Sophie and the Doctor and into the Tardis, "One day..." the Doctor muttered, before he glanced at Sophie, "Come on," he murmured and the two of them disappeared inside as well, the door clicking shut behind them as they headed for the console joining Martha.

The Doctor moved about it, moving his hands over the controls, before throwing a lever that had the Tardis wheezing as she dematerialised from Liberty Island.

A moment later, Martha was glancing from the Doctor as he fiddled with another control and to Sophie who shifted a little awkwardly as she traced a gloved finger around one of the buttons and she cleared her throat, "Right…" she murmured as she assessed the situation, "I'm just gonna," she jerked a thumb towards the stairs, "Go… food, or something…" she muttered and turned and started for the stairs, "Real smooth, Jones," she muttered to herself as she walked up them and into the corridor only to pause, glancing about the corridor, "Um… where was the kitchen again…?" a set of lights flicked on, showing her the way and she blinked, "Right… thanks…" she muttered, shaking her head a little as she continued on. That was really gonna take some getting used to.

Sophie swallowed as the sound of Martha's footsteps receded into the distance and her gaze went to the Doctor, "Is…" she began and the Doctor's gaze lifted to her and she had to swallow again, her mouth felt far to dry, "Is it later yet?" she asked, her gloved fingers twisting together with anxious energy.

The Doctor swallowed himself, his hearts heavy in his chest as he stared at his Sparks, and slowly he gave a nod, "If you'd like it to be."

"I-I would…" Sophie murmured.

The Doctor blew out a low breath as he shifted around the console towards her, his mind racing with just how in the hell he was supposed to tell her… he extended a hand out towards her, "Come with me," he murmured and Sophie lifted a hand and slowly placed her hand in his. He curved his fingers about hers and then turned, leading her out of the console room, thumb stroking over the back of her gloved hand.

 ***O*O*O***

A little while later, Sophie sat, her knees jogging up and down with anxious energy, her mind racing with the information the Doctor had given her as the Time Lord himself, sat at the computer in the Tardis' med-bay. His spectacles on and brow furrowed as he stared intently at the screen, at the scans that he trusted completely, studying them once more. Time seeming to tick by all so slowly for her as she waited… waited for confirmation.

A moment later, the Doctor sat back in his seat, scrubbing his hands down his face, knocking his glasses a bit askew, he set them to rights again and glanced at Sophie, who sat up straighter, her eyes wide and anxious.

"Well…?" she asked, her voice coming out as a breathy whisper.

The Doctor gave a small nod.

"So I'm…" Sophie murmured trailing, frowning slightly, her heart pounding against her ribcage as the knowledge started to sink in.

"A little bit Time Lord…" the Doctor murmured and blew out a breath, "Yeah…" he murmured lowly as he ran his hands through his hair and pulled at the ends, his mind still racing with the implications that the confirmation presented and his hearts sank heavy in his chest. He slumped forward in his chair, scrubbing his hands up and down his face and yanking off his spectacles with one hand as they got in the way. Just feeling so tired and so old in that moment as the terrible horrible truth weighed on him heavily.

"Doctor…?" Sophie murmured, her expression troubled as she eyed him, a weight settling heavily on her chest, "Is something…" she swallowed shifting anxiously on her perch at the edge of the med-bay bed, "Is… is something wrong with that?"

"No!" the Doctor exclaimed sitting up with alarm, his expression serious as he pinned her with an unwavering look. He stood, "There is absolutely nothing wrong with that!"

Sophie stared at him, "But there's something…" she murmured and watched as the Doctor scrubbed a hand through his hair mussing it further, "Doctor…" she murmured again as he turned away from her, the line of his shoulders tense.

The Time Lord turned back to her, his expression grim, almost defeated as he slumped back into the chair, staring at her and Sophie stared at him through eyes wide with growing fear and concern. He met her eyes for a long moment, before he held out a hand to her, beckoning her over to him and slowly Sophie slid off the edge of the bed and stepped over to him. Her heart still heavy in her chest as she wondered just what was wrong.

He took her hand, his grip firm about hers, a fine tremor to his fingers and she stared at him, swallowing heavily once again as she gripped his hand back just as tightly. Her mind still racing with concern and alarm.

 ***O*O*O***

A while later, the Doctor and Sophie sat in the console room together, one of the Time Lord's arms thrown about her shoulders and the other idly playing with her gloved fingers as they cuddled together. Sophie's head resting in the crook of his neck as she watched him play with her fingers allowing him to manipulate them. The Doctor shifted a bit and pressed a lingering kiss to the top of her head and Sophie closed her eyes at the feeling as she sucked in a shaky breath, feeling tears prick at the backs of her eyes again, but she blinked them back as he leaned his head against hers, cuddling her closer as he continued to play with her slender gloved digits, manipulating her entire hand briefly so that their palms where pressed together. The two staring at the differences, her hand so much smaller than his, before he interlaced their fingers, neither feeling the need to break the silence between them.

And that was how Martha found them as she stepped back into the console room in search of them a few moments later, "Oh…" she mumbled as she took in the sight of them cuddled together, almost like they were consoling each other.

But then the moment was broken as her small murmuring drew the Doctor's attention and he was standing, "Right!" he exclaimed as he helped Sophie to her feet, "Let's be off, shall we?" he questioned as he turned to the console and started punching coordinates into the console, his hearts still weighing heavily in his chest.

"Ok," Sophie nodded, offering him a smile as she joined him about the console, she could use a distraction.

"No complaints from me," Martha grinned as she stepped over to the console herself, deciding not to ask what they'd discovered about Sophie, not right now at least. It didn't feel like the time, not after what she'd just accidentally walked in on.


	6. Chapter 6 The Lazarus Experiment

**Disclaimer:** I don't own Doctor Who. Just Sophie my o/c.

 **A/N:** Thank you to everyone who followed/favourited and reviewed the previous chapter. And of course another to **Maethoriel Artemis** and **Saberbladeprime** for pre-reading and offering feedback as always.

I feel like I'm say this a lot too but, I'm sorry for the really long wait for this chapter, but in combination with working on three fics I've got a new job recently so I've got less free time at my disposal to write. Which left me fairly exhausted for a couple of weeks as I got used to it. Rest assured I still plan on updating all three as I have been as regularly as I possibly can… it's just going to take longer than I'd like unfortunately.

Anyway, enough from me you've all waited long enough to get to read this chapter.

 **CHAPTER 6**

 **The Lazarus Experiment**

The Doctor finished setting the coordinates and threw a lever on the console and Sophie and Martha instinctively grabbed hold of it as the sentient ship suddenly jerked into motion in response, the rota rapidly rising and falling as the engines rumbled to life. The sentient ship shaking as the Doctor hurriedly shifted about the console, rapidly pressing buttons, twisting knobs and flicking switches as he piloted his ship through the time vortex. He glanced at the console monitor briefly and then hit a button firmly, before he checked the coordinates again, making sure he was still on track not wanting any hiccups. He wasn't in the mood for hiccups at the moment, he just wanted to take Martha home, like he'd promised before he'd decided a detour for lunch in New York was a brilliant idea, and then take Sophie somewhere absolutely brilliant to lift her spirits after the talk they'd had earlier. A talk that had left his hearts heavy for the tears that she'd shed as he'd told her and a bad after taste in his mouth…

He shook the thought away, not wanting to think about it anymore. His gaze focused on Sophie and he smiled softly, wanting to focus instead on the nicer things that had come out of confirming just what his Sparks was. Like the fact that he wasn't as alone as he'd thought he was. Sophie may only be the slightest, tiniest, bit Time Lord, but it was more than he believed he'd had before and that was brilliant, amazing, fantastic. And, his smile widened a little, he'd really be able to help her with her touch invoked 'visions', now that he knew exactly what they were, what exactly they were stemming from… it was conceivable that eventually she wouldn't need to wear her gloves anymore and that was exciting, he'd been banging his head against a solid seemingly impenetrable wall about those for ages… her dream 'visions' however… his smile dimmed again slightly and he pouted lightly that'd probably take a bit more work on his part to figure out a way around. The mind was so much more vulnerable to that sort of thing when it was relaxed and asleep was as relaxed as a person could get…

The Doctor chased those thoughts away too as something he could really think hard on a little later, first he needed to take Martha home and then he needed and wanted to take Sophie somewhere splendid. Yeah, definitely splendid and beautiful, perhaps, perhaps the Sapphire Waterfall that was supposed to be gorgeous or perhaps… maybe… his Sparks did like looking at the stars so maybe instead he'd take her to see one of the more magnificent to behold constellations that he'd found throughout his travels… though now that he was putting some thought in to it, that was quite an extensive list…

He supposed he'd decide on the go the Doctor mused as he flicked up another switch as he simultaneously smacked his hand down on another button, he was good at that… deciding on the go…

The Doctor glanced at the coordinates a final time, just to be sure, before he looked away again satisfied that nothing had changed whilst he'd been piloting, hands moving over the controls before he threw another lever upwards with a vigorous movement, "There we go…" he smiled over at Sophie and Martha as the familiar wheezing started at the Tardis materialised and her engines quieted, "Perfect landing," he stated as the two women released their hold on the console, "Which isn't easy in such a tight spot."

"You should be used to tight spots by now," Martha murmured a little dryly.

"Hmm," Sophie hummed a little teasingly, choosing to focusing on her excitement over just where the Doctor had decided to take them this time, the new planet or something that was beyond the closed Tardis doors and not the heaviness weighing on her heart, the sadness over what she'd learned that wanted to linger, "Well, there's tight spots and then there's the Doctor's attempts to fly the Tardis…"

"Oi!" the Doctor exclaimed with mock offence as Martha nodded returning Sophie's teasing smile with one of her own. He rounded the console, moving swiftly towards Sophie, the petite brunette glancing at him and her hazel flecked blue eyes widened and she went to dart away only for his hands to grasp her sides, "Cheeky you are," he murmured with a bit of a grin as he pulled her back into his chest and Sophie let out a peal of laughter as she squirmed against his hold as he danced his fingers along her sides, easily finding the spots that were her most ticklish. The Time Lord delighting in the sound of her laughter in that moment.

Martha smiled as she watched them, glad to see their spirits lifted, even just a little, after having walked in to see them both so quiet, solemn, "So, where are we?" she asked as the Doctor's fingers stilled on Sophie's sides allowing the petite brunette to calm, drawing the pairs attention to her.

"The end of the line," the Doctor replied and Martha turned hurrying for the doors with excitement whilst Sophie's expression fell with disappointment as she realised just where it was the Doctor had taken them, "No place like it," he added as Martha paused before the doors, she glanced back at them almost questioning if she should open it. The Doctor nodded and Martha grinned turning back to the doors, cracking one open.

Sophie sighed out a low heavy breath as the Doctor slid his hands from her sides taking her hand instead as Martha slipped out the door she'd opened and they started for the doors themselves. The Doctor glanced at her and tugged at his ear with his free hand as he took in the disappointment on her face, "Sparks…" he murmured, "I did only promise one trip," he been quite clear on that from the beginning. Just one trip – he hadn't wanted any misunderstandings, "And she got three," he added.

Sophie gave a slight nod, "I know," she mumbled with disappointment and the Doctor's fingers shifted on his ear, scratching instead as he eyed her, "I just forgot," she sighed, forgot after what had happened in Manhattan with the Daleks and what they'd discovered about her that their trip to Earth's New York had supposed to have been just a 'quick pit stop' in the Doctor's words for lunch before they dropped Martha off at home…

"Home," they heard Martha state with heavy disappointment from just outside the Tardis doors and Sophie winced, feeling truly horrible, it seemed that she wasn't the only one who'd forgotten the original plan after their detour that had become so much more than just lunch… hell they hadn't even ended up having lunch they'd gotten so side tracked. The Doctor pulled the door open that had clicked quietly closed behind Martha, holding it open for Sophie to step out before him before he too stepped out of the Tardis and into Martha's flat. Martha turning to face them as they did so, eyeing them, "You took me home?"

"In fact, the morning after we left," the Doctor exclaimed cheerily, "So, you've only been gone about twelve hours."

"You sure about that?" Sophie asked, turning her head to look at him, "Cos the last time you said that…"

"I'm positive," the Doctor exclaimed as he turned his head to look at Sophie, who was eyeing him with a slightly furrowed brow.

"Well as long as you're sure," Sophie murmured, grimacing slightly as she recalled how horrible it was to find that not twelve hours had passed but months and she'd been considered dead, thanks to a little navigational accident.

"I triple checked before landing, Sparks," the Doctor informed her and Sophie gave a little nod, biting her lower lip as she glanced about what she could see of Martha's home, before he turned his gaze back to Martha, "It's definitely twelve hours and that's no time at all, really," he assured before he started looking about at the photo's that Martha had on display with curiosity.

"But all that stuff we've done," Martha protested with a frown, trying to wrap her head about the fact that so little time had passed and the fact that the Doctor had done this. Had actually taken her home like he'd promised from the beginning. She'd been hoping so badly that he'd let her stay with them, "Shakespeare, New New York, old New York?"

"Yep, all in one night," the Doctor assured as he straightened up from looking at the photo's to look at Martha, "Relatively speaking," he adjusted, "Everything should be just as it was…" he glanced about her flat, "Books, CDs," he reached out and plucked some undergarments that had been left out on a rack to dry, "Laundry."

Martha's eyes widened and she hastily reached out and snatched her undergarment from where it was dangling off his fingers whilst Sophie smacked at his arm reproachfully, drawing the Doctor's mock wounded gaze as he mock rubbed at his arm where she'd smacked him, "Ow!" he whined as he eyed her, whilst Martha quickly used that moment to toss the underwear the Doctor had picked up out of sight as he continued, "What did I do?"

Sophie sighed and she shook her head, "And I'm supposed to be the socially inept one," she muttered.

The Time Lord blinked and shook his head, sometimes humans were just so weird about the strangest things, "So," he smiled as he turned his attention back to Martha, "Back were you were," he murmured, "As promised."

Martha stared with disbelief, her gaze going from the Doctor to Sophie and back again, not really wanting to believe it, "This is it?"

"Yeah," the Doctor nodded, shifting a little awkwardly, this was exactly what he'd promised, one trip… one trip that had become three really and he'd promised that he'd take her home. He swallowed and took one of Sophie's gloved hands in one of his own, "We should probably… um…" he trailed making to gesture over his shoulder at the waiting Tardis doors, only for Martha's home phone to suddenly start ringing.

"Hi! I'm out!" Martha's voice came from the answering machine as it played her pre-recorded message as it picked up. Martha herself shifting a little awkwardly as she glanced from her phone and then back at the two standing in her living room about to take their leave, leaving her behind when she'd much prefer to be going with them, "Leave a message!"

"I'm sorry," she apologised awkwardly and Sophie shook her head smiling a little, it was fine, you couldn't help when someone decided to call.

"Martha, are you there?" Martha's mum's voice came through the answering machine and Martha glanced back towards the phone with the slightest of frowns, "Pick it up, will you?" her mum urged and Martha glanced back at the two, the Doctor raising his brows at her as she made no move to answer the phone.

"It's mum," Martha murmured, "It'll wait," she assured them, not wanting to miss this chance… this one last chance she had to see them… hoping that somehow in the next two seconds or so before they left that the Doctor would change his mind, let her get back in that bigger on the inside box and travel on with them.

"Alright then," Francine huffed, "Pretend that you're out if you like," the Doctor smirked a bit at that and Martha grimaced slightly whilst Sophie blinked her own lips twitching upwards slightly, "I was only calling to say that your sister's on TV. On the news of all things," Francine explained and Martha turned her head to look at her answering machine with shock at that, "Just thought you might be interested."

Martha turned again, shifting towards her TV's remote, picking it up and flicking on the telly, "The details are top secret…" an elderly man was saying as the three stared at the telly.

Martha frowned a little incredulously as she spotted her sister, Tish, standing next to the elderly man addressing the press, "How could Tish end up on the news?" she wondered aloud as the elderly man continued with his announcement.

"Tonight, I will demonstrate a device which will redefine our world…"

"She's got a new job," Martha murmured a tad musingly as she eyed the screen, "PR for some research lab.

"With the push of a single button, I will change what it means to be human," the elderly man stated confidently and Sophie blinked at that whilst the Doctor frowned at the telly as reporters suddenly started shouting frantically trying to grab the professors attention and have their many questions answered.

Martha shook her head and flicked the telly off again and turned to Sophie and the Doctor once more, "Sorry," she apologised with a slight smile, "You were saying we should…" she trailed, staring at them.

"Yes, yes," the Doctor tore his eyes from the now dark and silent telly focusing back on the matter at hand, "We should," he nodded, squeezing his hand about Sophie's as he leaned back against the closed Tardis doors, "One trip is what we said."

"Yeah," Martha nodded sadly, "I suppose things just kind of…" she trailed swallowing heavily against the tide of her disappointment, "Escalated."

"Mmm," the Doctor smiled, "Seems to happen to me a lot."

"If ever there was an understatement…" Sophie trailed as Martha let out a bit of a dryly amused sound.

"Thank you," Martha murmured sincerely, "For everything."

"Oh, it was our pleasure," the Doctor nodded, smiling, before glancing at Sophie as she slipped her hand from his, so that she could reach out and pull Martha into a hug.

"Thank you," Sophie murmured.

Martha blinked as they broke apart, "What for?"

Sophie blinked, not having expected the question, there were so many reasons. For coming along in the first place, for being a friend, for stopping her from botching her second attempt at getting the words 'I love you' to leave her mouth, just to name a few. Sophie smiled at her, "For being brilliant," she murmured simply.

Martha nodded and then watched sadly as Sophie turned and the Doctor opened one of the Tardis doors allowing Sophie to step inside ahead of him, before disappearing inside himself with a last smile for her. The door clicking shut behind him, she stood staring as tears of disappointment and loss pricking at the backs of her eyes as the Tardis began to wheeze as she started fading in and out before disappearing entirely from her flat with a final gust of wind. Martha turned away taking a deep breath, trying to dispel the thought that she evidently hadn't been brilliant enough in the eyes of the Time Lord.

She stilled in the next moment, her dismal train of thought cutting off in her shock as the sound of the Tardis' signature wheeze came again and she whirled back around to see the spaceship that looked like a big blue box rematerializing in her living room. The door opened and the Doctor popped his head out of it, "No, I'm sorry," he began as Sophie poked her head out the door as well, peering at her with a bit of a grin as the Doctor continued with incredulity, "Did he say he was going to change what it means to be human?"

 ***O*O*O***

Sophie stood in front of one of the full length mirrors in the Tardis' massive wardrobe wearing a dark navy blue mid-length chiffon evening dress that had ruching in the waist and bust with lacy cap sleeves and had tiny rhinestones decorating the delicate lace of its bateau neckline. The brunette bit her lower lip as she stared at her reflection with consideration as she scooped her hair back up with her hands experimentally once again, shifting from side to side, before letting her long curly hair fall loosely around her shoulders again and shifting from side to side again… taking in the look of both options, before moving to scoop her hair up again so that it sat up off her neck once again, sighing a little as she tried to decide which she favoured more.

"Hello?!" she heard Martha's voice from somewhere behind her, the sound making the petite brunette shift, hands lowering from her hair as she turned to look behind her as she heard Martha continue, the young medial students voice drifting a bit, coming closer as she wandered the massive wardrobe looking for her, "Sophie? Are you in here?"

"Yeah!" Sophie called back turning to face the mirror again, eyeing her reflection again as she continued, "I'm over here!"

And Martha paused, before she turned and headed as directly as she could towards where she'd heard Sophie's voice coming from.

"Did you find your way to the wardrobe ok?" Sophie asked as she scooped the length of her hair up again, still entirely undecided on which style to go with.

"Yeah," Martha called back as she picked her way through the wardrobe, wending her way towards where she could hear Sophie's voice coming from, "The Tardis did its 'follow the lights' thing for me."

"Yeah," Sophie nodded smiling a little, "She's good like that when she likes you," she glanced behind her and grinned as Martha emerged from behind one of the racks taking in the knee length sleeveless dark purple V-neck evening dress, with a pair of suede heels that matched her evening dress, "You look amazing!"

"Thanks!" Martha beamed a grin, rather pleased by the compliment, "So do you!" she complimented as she took in Sophie's chosen outfit. Her gaze went down to Sophie's bare feet and she blinked, "Have you found shoes?"

"Yeah," Sophie nodded, the bells dangling from her ears chiming softly, "Those ones," she pointed over towards a pair of two part black wrap strap block heels that were situated by a chair that had a pair of elbow length gloves made of the same sort of dark blue lacy material as the sleeves and neckline of her dress draped over the back of it waiting for her to be ready to put them on, "Honestly," Sophie continued as she turned back to the mirror, hands going back to her hair, scooping it up again, "I'm pretty much ready. I just can't decide how I want to wear my hair. Up," she shifted taking in the look again with her hair 'up', "Or down," she let her hair fall loosely around her shoulders again.

"Oh!" Martha exclaimed turning back to her, "Up," she stated decisively.

Sophie blinked and glanced over at Martha as she moved towards her, "You think?" she questioned and turned back to the mirror scooping her hair up again.

"Definitely," Martha nodded.

Sophie turned back to the mirror, scooping her hair up again, teeth sinking into her lower lip with consideration as she eyed her reflection, "A simple but elegant bun then," she murmured, bells chiming softly as she nodded decisively. She let the length of her hair fall back down around her shoulders as she turned from the mirror to step over to the vanity that had the things she needed to sweep her hair into the bun she'd decided for her hair.

"Sounds perfect," Martha assured as Sophie sat herself down in front of the vanity, "And the Doctor's gonna love it."

Sophie paused in reaching for her hairbrush with a blink at that, glancing over at Martha, "Do you think?"

"Oh, yeah," Martha smiled warmly, "I reckon he'll take one look at you and be struck speechless."

Sophie bit her lower lip as she glanced away from Martha again, her gaze landing on her reflection in the vanity's mirror, a pink dusting her cheeks, both a little embarrassed and rather pleased at the idea of the Doctor liking how she looked so much that he'd be struck speechless by it. Sophie moved her brush through her hair, starting on the bun, whilst behind her Martha's smile turned a little cautious as curiosity nagged at her, "Speaking of the Doctor…" she began a little tentatively, "You and he looked sort of sad earlier in the console room…"

"I suppose we did, yeah," Sophie murmured with a little sigh, her smile dimming at the reminder of just why she and the Doctor had been so solemn. She shook it off and smiled, "It's nothing to worry about… it's… history," she frowned slightly, "Sort of…"

Martha frowned a little herself, "Has it got something to do with finding out what you are? You did find that out, right?"

"Oh, yeah," Sophie nodded, "Finding out that I'm the tiniest bit Time Lord just sort of answered a lot of unanswered questions is all."

Martha paused mid nod, her eyes widening with surprise, "Wait! Time Lord?"

"A little bit, yeah," Sophie replied, glancing back at Martha again.

"So, what the Face of Boe said," Martha continued, starting to smile with excitement, "'You are not alone' he was referring to you, right?"

"Maybe," Sophie murmured, "The Doctor didn't think so when I asked," she admitted with a small shrug, "He thinks Boe meant a full Time Lord and I'm barely even one tenth," she explained as she reached for a hair tie.

"Right…" Martha half mumbled, her face falling a little at not having discovered Boe's meaning after all, "But," she brightened again, "That explains your telepathy though right? That little bit of Time Lord DNA?"

"Yep," Sophie agreed brightly, "And the visions. Well, snippets of time lines," she corrected, the Doctor having made that clarification whilst they'd been talking about it.

Martha paused, her eyes widening again, "Wait… visions?!" she exclaimed and Sophie internally cringed. She'd completely forgotten Martha didn't know that.

"Yeah…" Sophie sighed, eyeing Martha a little cautiously again, her hands stilling in her hair, "Sorry, forgot I hadn't told you that."

"Visions?" Martha questioned again, stepping closer with curiosity as she eyed Sophie.

"Yeah. I see snippets of time lines sometimes…" Sophie turned back to the mirror her hands working with her hair again as she started to explain it as best she could to the curious Martha…

"So…" Martha blinked sometime later as Sophie, her hair now styled into a simple but elegant bun and her heels on her feet, stood up from the chair she'd thrown her chosen elbow length gloves for the evening over and shifted grabbing one off the back of the chair and sliding her hand into it, the young medical student trying hard to wrap her mind about the new things she'd learned about Sophie, "That's why the gloves."

Sophie nodded, bells chiming softly, "Yep, that's why the gloves. Though, the Doctor's seems confident that I won't need them soon… if this meditation thing he wants to try works," Sophie wiggled her fingers as she worked the digits into the fingers of the lacy gloves, "Not sure how I'll go with that. I've been wearing gloves for so long that they sort of feel like they are a part of me, you know. Though," she mused softly and smiled as she picked up the second elbow-length glove, "It'd been nice to be able to touch someone without having to worry about whether or not I'm gonna 'see' something," she slid it on and turned to Martha, "Come on, I'm sure the Doctor's getting impatient with waiting by now."

Martha nodded and the two started from the Tardis' massive wardrobe together, making their way through the racks towards the door.

 ***O*O*O***

The Doctor wandered about the central console in the Tardis' console room, coming to a stop with his back to the stairs. He grimaced lightly and adjusted his black bowtie, fiddling with it with impatient fingers, before smoothing his hands over the black suit jacket he'd donned for the party… a party he'd be attending with his Sparks and Martha… if the two previously mentioned women ever made it back out of the wardrobe.

He shifted restlessly and fiddled with the console, moving his fingers over some of the switches and knobs. He sighed and shifted a little again adjusting the neck of his shirt a bit uncomfortably, before _finally_ the sound of heeled feet coming towards the console room reached him and he grinned as the pairs steps got closer as well as their low murmuring voices as they talked to each other. He turned with anticipation of finally heading off and answering his burning curiosity only to pause, his mouth going dry the words that had been forming on his tongue escaping him as his gaze landed on Sophie as she crested the top of the stairs.

Martha grinned rather smugly as she came to a stop beside Sophie, gazing down at the Doctor as he stood simply staring at the brunette beside her. She leaned in towards Sophie, "Told you," she murmured softly, "Speechless."

Sophie who'd already felt a faint blush dusting her cheeks at the Doctor's reaction felt it flare a bit hotter whilst the Doctor whose keen ears had picked up Martha's low murmur swallowed heavily against the dryness in his throat and found his voice as he moved towards the stairs and held a hand out for Sophie to take, "You look beautiful," he murmured and Sophie felt her already hot cheeks flush a little hotter as her small shy smile widened delighted as she took his hand and let him 'help' her descend the small flight of stairs into the console room.

Martha let out a soft breathy wistful sigh as she watched the two of them for a moment as they murmured, the Doctor suddenly beaming another wide grin and Sophie let out an embarrassed sound, the flush in her cheeks deepening rather dramatically, rather wishing once again that she'd find someone that'd look at her like the Doctor looked at Sophie, before she started down the stairs towards them with a smile.

 ***O*O*O***

Professor Lazarus stood at his office window that night, staring out at his view of London, his back to his desk, not bothering to turn or acknowledge the woman who was of a similar age to himself, Lady Thaw, as he heard her approach him.

"Are you sure it's safe?" Lady Thaw asked as she came to stand beside him, dressed impeccably and her grey hair pulled up in a fashionable bun.

"There were some issues," Lazarus replied, "They've been resolved," he assured in the next breath before Thaw could move to speak again, "I'm confident I'm in no serious danger."

"That's comforting, Richard, but it wasn't just you I was worried about," Lady Thaw remarked rather dryly as she eyed the man she'd grown so fond during their time together.

Lazarus rolled his eyes, "Your concern is touching," he remarked as dryly as she had as he continued to look out over the London night.

"The people in that room will represent billions of pounds worth of potential investment," Thaw reminded him, "Mr Saxon wants to be sure they like what they see."

"Don't worry," Lazarus sighed, "Our friend will get his money's worth," he assured and Lady Thaw started to smile.

Behind the pair the door opened and Tish entered the office, dressed in a snappy business suit, a file full of papers in her hands, "You wanted to see the guest list for tonight, Professor?" she called drawing the two's attention.

"Yes," Lazarus smiled as he and Thaw turned to see Tish approaching the desk, "Thank you, Leticia."

Tish nodded politely as she shifted, placing the file down on the desk for him to look through when he was ready only for the man's hand to suddenly reach out, placing his hand over hers preventing her from leaving. She stilled as she looked up at him, her brow slightly furrowed in question at the contact.

"That's an interesting perfume," Lazarus remarked as he leaned in towards her and Tish felt herself stiffening rather uncomfortable and perturbed by the comment and the way he was looking at her all of a sudden, "What's it called?"

"Soap," Tish replied clippedly, in no way wishing to encourage the elderly man as she pulled her hand from under his and turned away walking briskly for the door to the office, not noticing how Lazarus stared after her rather intently.

 ***O*O*O***

The Doctor grimaced as he walked between Sophie and Martha as the three of them headed down the street and fussed with the cuffs of his chosen dress shirt. Sophie glanced at him, "You look fine," she attempted to assure him.

The Doctor mock pouted however as he turned his head to look at her with 'wounded' eyes, "Fine? In the Tardis earlier you said I looked 'beautiful'."

Sophie felt her cheeks flush a stark red with embarrassment and she clutched her gloved fingers together as the urge to tug at the ends of her hair rose, something she couldn't do with it swept into an elegant bun, "Handsome!" she whined, "I told you, I meant to say 'you look handsome'!" she tried to insist, her cheeks still feeling and looking rather red with her embarrassment over calling him 'beautiful' instead of 'handsome' when she'd tried to compliment his appearance, "Honest, I…" she trailed as she eyed his rather pleased and teasing expression and she bit back a low groan as she resisted the urge to press one of her palms to her forehead, instead she pressed the palms of her hands to her flaming cheeks, and shot him a half-hearted glare, "Do you really have to keep poking fun at my foot in mouth moments?"

"I haven't poked fun at your foot in mouth moments in ages!" the Doctor defended himself, "But," he smirked at her teasingly, "Yes."

Sophie eyed him, her palms still pressed to her hot cheeks, "You just like seeing me blush!" she accused.

"Oh yes," the Doctor admitted with an unrepentant grin.

"I knew it!" Sophie exclaimed and then pouted slightly as she felt her flush deepen as she couldn't help but recall the times she'd felt he'd done or said something to deliberately get her cheeks flushing as they were now.

"Well," the Doctor continued as he reached out and gently pulled one of her hands from her cheeks and squeezing it fondly as he clasped it, intertwining their fingers, "You can't blame me," he continued cheerily, "You look so cute when you do," and he grinned as Sophie's cheeks flared a deeper red at that.

"Foxy git," Sophie bemoaned with no heat, her lips twitching upwards as she looked down towards her feet.

"Adorable dunce," the Doctor replied lightly and Sophie's small smile widened, her hand squeezing about his fondly as she bit her lower lip as she glanced at him out of the corner of her eye to see him doing the same, their eyes meeting.

Martha smiled amused by the pair of them as she continued strolling along on the Doctor's left as they headed for their destination, just letting the two be absorbed in each other as newly gotten together couples tended to be on occasion.

"Still," the Doctor continued as he glanced away from Sophie, "How I look aside…" he grimaced his free hand going to his shirt collar and tugging at it a little, "Black tie," he bemoaned, "Whenever I wear this, something bad always happens."

"It's not the outfit," Martha couldn't help but scoff lightly, "That's just you," she teased and Sophie let out a soft sound of amusement, "Anyway," Martha continued as she eyed the Doctor's black tie suit, "I think it suits you too. In a James Bond kind of way."

"James Bond?" the Doctor muttered a bit derisively, before he blinked with realisation as he glanced at Martha and then at Sophie rather hopefully, "Really?"

Sophie looked him up and down and then gave a slightly tentative nod, "Yeah…? Yes," she tried again with bit more confidence.

The Doctor eyed her with a slight pout, "You don't sound very sure there, Sparks."

"Well, I haven't seen the movies, only read the books and that was ages ago…" Sophie trailed at the surprised looks the two were giving her.

"Oh," the Doctor blinked and then grinned, "We can soon fix that," he stated brightly and Sophie glanced at him again, "The question becomes which Bond to start you on…" he mused, his expression turning pensive.

"Pearce Brosnan?" Martha suggested as they neared the large building labelled Lazarus Laboratories.

"I was thinking Sean Connery," the Doctor replied and Sophie blinked and then shook her head, before she looked ahead of them her gaze landing on the large building they were approaching. The petite brunette not all that fazed by which 'Bond' was decided to be her first movie 'Bond' experience. The prospect of just sitting on a couch with the Doctor, maybe snuggled up together as they watched a movie a rather pleasant one.

She felt her cheeks begin to heat lightly and hastily turned her mind away from the pleasant prospect… honestly, she really wished that she wouldn't blush so easily. It was annoying and embarrassing and… she glanced at the Doctor again to see if he'd noticed only to see him already glancing at her out of the corner of his eye and grinning at her, his thumb stroking over the back of her gloved hand as he squeezed fondly. He always seemed to notice! She pouted at him and then glanced away as she tried to will the warmth from her cheeks before it grew any hotter.

The Doctor's grin grew and he shifted his grip on her hand, bringing it up so that her hand was resting in the crook of his elbow as the three of them started up the red carpeted steps to Lazarus Laboratories.

 ***O*O*O***

The Doctor, Sophie and Martha stepped into the reception area, already arrived guests mingling as they observed a man sized frosted glass chamber with four upright slightly curved at the top pillars that was set on a dais in the middle of the room, "Oh, look," the Doctor exclaimed with delight as a waiter walked past with a tray of hors-d'oeuvres, grabbing a handful as it passed him, "They've got nibbles! I love nibbles!" he continued as Sophie grabbed a couple for herself off the passing waiter's tray.

"Hmm, yep!" Sophie agreed as she took a bite out of one of her hors-d'oeuvres, delighting in the flavour as she chewed and swallowed, "Love nibbles."

The Doctor grinned as he tossed one of his own into his mouth, chewing with delight himself whilst Martha shook her head a little in amusement, whilst suddenly wondering if the two had even thought to grab something to eat earlier… they hadn't joined her in the kitchen when she'd grabbed something to eat… but maybe they'd gone later… but, she had a feeling that possibly they'd forgotten after they'd had their talk…

Tish, now dressed in a lovely elegant evening dress and her hair pulled back from her face and into a stylish bun, spotted her sister amongst the other guests and started over to her, smiling brightly as she neared, "Hello."

Martha turned and smiled at her sister, "Tish," she greeted and the two hugged.

"You look great," Tish complimented as the two broke apart and she took in the dress Martha was wearing, "So," she continued with excitement, "What do you think?" she asked as she looked around the reception area, rather pleased with how it turned out after all the effort she'd put in to making the night happen, "Impressive, isn't it?"

"Very," Martha nodded.

"And," Tish focused her gaze back on her sister, her smile turning teasing, "Two nights out in a row for you. That's dangerously close to a social life."

"If I keep this up, I'll end up in all the gossip columns," Martha jested.

Tish let out a light laugh, "You might actually," she stated, "You should keep an eye out for photographers. And Mum, she's coming too. Even dragging Leo along with her."

"Leo in black tie?" Martha scoffed with incredulity, "That I must see," she muttered, before noticing her sister glancing over at the Doctor and Sophie, glancing over at them herself to see the Time Lord offering Sophie one of his nibbles, the petite brunette having polished off the couple she'd grabbed from the tray, "This is, uh," she began drawing the pairs attention back to the conversation she'd been having with her sister, "The Doctor and Sophie."

The Doctor reached out and took Tish's hand, giving it a shake as he gave her a friendly smile, "Hello."

"Hi," Sophie murmured with a friendly smile as the Doctor released Tish's hand, her gaze going to her and she reached out her gloved hand that wasn't holding the nibble the Doctor had just given her to shake Tish's hand herself.

Tish returned their smiles before she glanced at her sister again, a little confused not recognising either of them, "Are they with you?"

"Yeah," Martha nodded.

"But they're not on the list," Tish frowned slightly, still a little confused as to how the two had gotten into the building, "How'd they get in?"

"Martha was kind enough to invite us to come with her," Sophie murmured and Martha nodded again as Tish's gaze slid to her again.

"They're my plus two," Martha shrugged and Tish blinked a bit surprised at that, she'd never seen the two before either and she didn't think she'd heard her sister mention either of them before either.

"So," the Doctor cut in, drawing Tish's gaze back to him, "This Lazarus, he's your boss?"

"Professor Lazarus, yes," Tish replied, smiling a little proudly as she explained, "I'm part of his executive staff."

"She's in the PR department," Martha clarified.

"I'm head of the PR department, actually," Tish corrected, eyeing her sister the slightest bit offended.

Martha blinked surprised as she eyed her sister in return, "You're joking?"

"I put this whole thing together," Tish retorted, rather proud of all the effort she'd put in to the night. Whilst Martha blinked a little startled as she wondered just how she'd managed to miss that happening. Trying to recall if she'd been told.

"So do you know what the professor's going to be doing tonight?" the Doctor questioned and nodded over to the chamber on display in the centre of the room, "That looks like it might be a sonic micro-field manipulator."

"Sciences geeks," Tish sighed and shook her head turning from Martha's friends to Martha as she muttered, "I should've known," and Martha shot her sister a look.

"Actually," Sophie murmured musingly, "I think I'm more of a bookworm, he's the science geek," she patted the Doctor's arm and the Time Lord blinked a little bemused and confused by the term as he glanced from Tish to Sophie.

"Oh…" Tish blinked and then smiled politely at Sophie who blinked and fought the urge to shift a little uncomfortably as she wondered if she'd said something awkward again… she hadn't thought so… but she did seem to be on a bit of a roll for saying somewhat awkward things tonight unfortunately… "Well," Tish nodded, "I've got to get back to work now," she turned back to Martha, "I'll catch up with you later," she promised her sister, before she strode off to mingle with the guests.

Sophie glanced after her before she turned her head to look at the Doctor, still trying to figure out if she had or not, "Did I say something awkward?"

"Hmm?" the Doctor blinked, focusing on her, "No," he smiled at Sophie, "I just think she was a little surprised is all," and Sophie nodded in understanding and took a bite of the nibble the Doctor had given her as the Time Lord frowned slightly, "But um… 'science geek'?" he questioned glancing from Sophie to Martha and back again, "What does that mean?"

"That your obsessively enthusiastic about it," Martha replied.

"Oh," the Doctor blinked and then grinned, "Nice," he nodded, happy with that, before he plopped his last hors-d'oeuvre into his mouth whole, "Come on then!" he grinned with enthusiasm after he'd swallowed his mouthful, "Let's see if we can't get a closer look at this machine of the good Professor's, eh?"

Sophie and Martha returned his grin and together the three strode towards the dais and the machine atop it.

"Your father's caused me enough heartache already with his menopause and his trophy girlfriend," Francine muttered as she walked through the entryway and into reception, her hand tucked into her sons arm.

"Yeah, Mum, I know," Leo sighed, heartily starting to wish that he'd just kept his mouth shut, "It's just something he said last night," he tried to assure his Mother.

Francine was distracted from the conversation she was having with her son as she clamped eyes on one of her daughters, her back to her, "Martha!"

Martha turned and smiled, feeling in that moment like she hadn't seen her Mum in years, "Mum!" she exclaimed and swiftly stepped over to her, throwing her arms about the older woman as she hugged her tightly as the Doctor and Sophie turned from the machine that the Time Lord had been examining at Martha's exclamation.

"Oh," Francine smiled, returning her daughters hug, surprised but pleased at the enthusiastic greeting, "Alright," she laughed a little, reminded in that moment of the affection her children would lavish on her when they were young children, teens, when they were desperately wanting something, "What's the occasion?"

"What do you mean?" Martha asked as she withdrew from the hug, still smiling as she stared at her Mum, drinking in the sight of her, "I'm just pleased to see you, that's all."

Francine raised a brow at Martha as she eyed her a little sceptically, "You saw me last night," she reminded her.

"I know," Martha nodded, "I just… miss you," she waved it off, internally wincing a little at what she'd come up with as Francine continued to eye her. Martha turned to her brother, looking him over with a bit of a grin, "You're looking good, Leo."

"Yeah," Leo nodded his agreement, "If anyone asks me to fetch 'em a drink, I'll swing for him," he muttered.

Francine's smile faltered slightly as she spotted a tall brunette man and a much shorter brunette woman standing a bit behind Martha, two people she was certain she'd never seen before. Her gaze went back to her daughter, eyeing her again, "You disappeared last night."

"I just… went home," Martha murmured, a little guilty over having just ditched her family on her brother's birthday party without even a word.

Francine stared at Martha, before her gaze flickered over to the man and woman a bit behind them as she asked, "On your own?"

Martha turned and followed her Mum's gaze, "Oh, these are friends of mine," she smiled and turned back to her Mum and brother as the Doctor and Sophie stepped up to them, "The Doctor."

"Doctor what?" Francine cut in eyeing the Doctor a bit sternly.

"No, it's just the Doctor," Martha corrected, "And this is Sophie Connolly," she introduced the brunette standing beside the Doctor, "We've been doing some work together," she made up on the spot.

"It's a pleasure to meet you, Mrs. Jones," Sophie smiled, whilst trying not to squirm under the woman's stern stare as she eyed her whilst the Doctor accepted the hand Leo had extended in greeting.

"You alright, mate?"

"Yeah," the Doctor nodded, "Alright," he replied cheerfully, before he turned to Martha's mum, whilst Leo turned to Sophie holding his hand out to her, "It's lovely to meet you, Mrs Jones," he exclaimed as he shook her hand with a grin as Sophie was shaking hands with Leo, "We've heard a lot about you."

Sophie blinked at that glancing at the Doctor as she and Leo stopped shaking hands, _'They had? When?'_

' _A polite clever lie, Sparks,'_ the Doctor replied as Francine eyed him, a brow arching in question as she did so.

"Have you?"

' _Ah,'_ Sophie projected musingly as she eyed him as she considered his response to her question, her lips quirking with mild amusement, _'You afraid you're gonna get slapped?'_ she half stated – half questioned.

' _No…'_ came the Doctor quick response.

' _Convincing,'_ Sophie replied with teasing scepticism.

' _Well, it never hurts to improve my odds of not getting slapped,'_ the Doctor admitted, grinning brightly at Francine as he nodded in response to the woman's slightly sceptical question, whilst Martha bit her lower lip as she took in her mum's expression, before smiling as Francine looked her, brows raised.

"What have you heard, then?" Francine questioned as she returned her gaze to the Doctor who blinked, mind racing.

"Oh, you know," he began airily, "That you're Martha's mother and… um…" he trailed, floundering for anything else he could say that he knew about the woman, "No, actually, that's about it," he conceded, "We haven't had much time to chat, you know, been busy."

"Busy?" Francine eyed him with suspicion as she glanced from her daughter to Sophie and then returning her gaze to the Doctor, "Doing what, exactly?"

"Oh…" the Doctor trailed, mentally scrambling, "You know… stuff," he finished vaguely.

"He means work," Sophie cut in and the Doctor started nodding enthusiastically in agreement, "We've been busy working together."

"Yes, exactly," the Doctor agreed warmly as he grinned, "Busy working together. That's exactly what I meant!"

"So," Francine eyed Sophie, "You're a doctor too, are you?"

"Oh, no, um… I'm, well, I'm…" Sophie floundered, glancing at the Doctor who tugged at his ear uncomfortably as he glanced at her in turn the both of them at a loss for what to say in that moment and Martha inwardly cringed as her off the top of her head explanation of who the two where and what they'd been doing started to crumble about them. Much to the trios relief the sound of tapping against a glass rang through the reception area and they turned, their attention going to the elderly Professor Lazarus as he started to address the gathered guests.

"Ladies and gentlemen, I am Professor Richard Lazarus and tonight I am going to perform a miracle," he announced much to the excitement of his guests, "It is, I believe, the most important advance since Rutherford split the atom," the Doctor started to frown at that, "The biggest leap since Armstrong stood on the moon," the Time Lord's brows raised slightly as Lazarus continued on, "Tonight, you will watch and wonder. Tomorrow, you will wake to a world which will be changed forever," he declared, before he turned and opened the door to the chamber before stepping inside and closed the door behind him.

Two female technicians started the machinery, moving their hands over the controls on the bank of machinery behind the chamber, before pressing a big red button. The chamber emitted a high pitched whir sound as the four pillars began to oscillate, rotating, spinning faster and faster as energy rapidly poured into the chamber causing the bright blue light being emitted from it to steadily get brighter and brighter.

A warning alarm suddenly blared loudly and the two female technicians working the controls exchanged an alarmed look, "Somethings wrong," the Doctor muttered with a frown as he eyed the chamber, Sophie and Martha tearing their gazes from the chamber to glance at him, "It's overloading."

The technicians frantically tried to stop the overloading of the chamber, before sparks flew from some of the control panels as they exploded with the sudden influx of energy, smoke rising up from the controls. The Doctor rushed forward jumping over the low desk, a hand delving into his pocket, pulling his sonic out of one of his pockets and aiming it at the controls, blue tip flashing as it whirred, working to fix the damage done to the panels in the explosion.

"Somebody stop him!" Lady Thaw shrieked the order with alarm as the chamber's columns continued to spin the blue light still getting brighter and brighter, "Get him away from those controls!"

"If this thing goes up, it'll take the whole building with it," the Doctor exclaimed, shooting Lady Thaw an inpatient glare, "Is that what you want?" he turned back to the controls not waiting for a response from the elderly woman, trying to sonic another panel into stopping the whirring chamber the columns still spinning rapidly, the steady whir becoming a worrisome mechanical screech, mere moments from exploding. Giving up on trying to get the controls working again, he didn't have enough time for that. He leapt back over the desk and grasped the big main power cable to the chamber and yanked it from the socket it was plugged into, cutting power to the chamber it's rapidly rotating columns starting to slow, the mechanical screech stopping. The rotating columns slowed to a stop and Martha darted to the stopped chamber. Sophie moving to do the same only for a man in a suit to bump into her, knocking her off balance.

"Oh, sorry," the man apologised as he reached out and steadied her, one of his hands gripping about her forearm.

"It's fine," Sophie quickly brushed him off, blinking as she thought she felt a tiny 'prick' like sensation jabbing through the material of her lacy glove as she shrugged off his steadying hands to continue to hurry towards the chamber after Martha. She rubbed the spot absently, soothing the sensation away like it had never happened at all.

"Get it open!" the Doctor shouted as he dashed towards the chamber himself, joining Martha in front of the chamber as Sophie did.

Whilst the well-dressed man who'd bumped into the petite brunette spoke quietly into the earpiece he was wearing, "Sample gathered as ordered," he reported before disconnecting the call as he moved through the excited and worried guests, now focusing on carrying out his second task for the evening.

Martha heaved the door of the chamber open, smoking pouring out and the three peered inside worriedly. Only for a young man to stagger out of the chamber on slightly unsteady feet, before steadying himself as he touched his face a low chuckle escaping him at feeling the toned skin of a much younger man. He stepped past the three gathered about his chamber door and further down towards the onlooking guests, Lady Thaw beaming up at him with absolute delight at the obvious success standing in front of her, whilst the Doctor stared grimly, brow furrowed as he stared at Lazarus' back, rather horrified.

"Ladies and gentlemen, I am Richard Lazarus. I am 76 years old and I am reborn!" the professor exclaimed throwing his arms wide with triumph and the gathered guests broke out in to rapturous applause.

"He did it," Lady Thaw beamed with continued delight, "He actually did it."

Sophie tore her gaze from Lazarus' back as the crowd continued to applaud and cheer to glance at the Doctor, "Why am I getting a bad feeling?" she muttered, her gaze straying to the much younger Lazarus.

"Because, Sparks, you're clever," the Doctor muttered in response, Martha glancing at them with alarmed and curious eyes. The young medical student trying to fully process what it was that they'd just witnessed.

 ***O*O*O***

"It can't be the same guy," Martha muttered as she and Sophie eyed Lazarus as he stood, getting his photograph taken by snap happy photographers, a couple of the guests getting their picture taken with the much younger looking 76 year old professor.

"He's got the same eyes," Sophie observed and squinted head tilting slightly, "Same nose…" she murmured with a little less certainty. Trying hard to mentally compare the older professor with the younger version that had stumbled out of the chamber. She glanced at Martha, "I think it's the same guy."

Martha shook her head, glancing at Sophie in return, "It's impossible," she murmured lowly as the Doctor continued to examine the chamber, "It's a trick."

"Oh, it's not a trick," the Doctor murmured lowly as he examined one of the columns, drawing the two's attention back to him, "I wish it were," he sighed.

"What's just happened then?" Martha demanded to know as she eyed the Time Lord with a bit of a frown.

The Doctor turned his gaze to Lazarus eyeing the man as he turned from the cameras to converse with a few of his guests that had approached him, the man grinning as he chatted, "He just changed what it means to be human," the Doctor muttered grimly and the three watched as the elderly Lady Thaw approached Lazarus.

"Excuse me," Lady Thaw called to him and Lazarus turned to look at her and she grinned with delight, "That was the most astonishing thing I've ever seen!" she breathed and reached up to touch his face with wonder and awe, "Look at you!"

Lazarus shifted, just enough to slide his face from her fingers, "This is only the beginning," he stated as the Doctor grasped one of Sophie's gloved hands in one of his as he started away from the chamber, Martha falling into step with them as they approached the two, "We're not just making history, we're shaping the future, too."

"Think of all the money we'll make," Lady Thaw smiled, "People will sell their souls to be transformed like that. And I'll be the first in line," she assured.

Lazarus twitched and cracked his neck as if in sudden pain, gasping, before he turned to a waiter that was passing by with a tray of hors-d'oeuvres, snatching the whole tray from the man and proceeded to shovel the contents into his mouth one after the other.

Lady Thaw stared, watching him aghast at such behaviour, "Richard!" she scolded glancing about briefly to see if any of the guests or worse the press was taking much notice of such appalling behaviour.

"I'm famished," Lazarus replied around a mouthful of food as the Doctor, Sophie and Martha stepped up behind them.

"Energy deficit," the Doctor remarked and Lazarus and Lady Thaw turned to face the three that had approached as the Time Lord continued, "Always happens with this kind of process."

Lazarus eyed him a bit speculatively, "You speak as if you see this every day, Mr...?"

"Doctor," the Time Lord supplied, "And well, no, not every day, but I have some experience with this kind of transformation."

Lazarus smiled, polite and slightly derisive even as he scoffed with pure disbelief, "That's not possible."

"Using hypersonic sound waves to create a state of resonance," the Doctor rattled off knowledgably and Lazarus paused in surprise at that, eyeing the Doctor once again, this time with a slight frown furrowing his brow, "That's…" the Time Lord trailed, "That's inspired," he settled on even as other words jumped to mind.

"You understand the theory, then," Lazarus noted, his eyes narrowing minutely.

"Enough to know that you couldn't possibly have allowed for all the variables," the Doctor stated with all seriousness.

Lazarus paused slightly again at the tone, before brushing it off as he plucked another of the d'oeuvres off the tray and brought it up to his mouth as he replied easily, "No experiment is entirely without risk."

"That thing nearly exploded," the Doctor rebutted, his tone sharpening, "You might as well have stepped into a blender."

Lady Thaw stiffened and shot the Doctor a glare as she looked down her nose at him, "You're not qualified to comment."

"If I hadn't stopped it," the Doctor stated seriously as his gaze flicked to the glaring Lady Thaw, "It would have exploded."

"Then," Lazarus cut in, smiling rather thinly as the Time Lord's gaze returned to him, "I thank you, Doctor. But that's a simple engineering issue. What happened inside the capsule was exactly what was supposed to happen. No more, no less."

"But the process wasn't completed!" Sophie couldn't help but point out, "It got stopped because of the almost explosion!"

"Exactly!" Martha exclaimed as she continued with incredulity as she stared at Lazarus, her brow furrowed, "You've got no way of knowing what exactly happened and if it all went exactly as it was supposed to without running proper tests!"

"Look at me!" Lazarus insisted with a confident laugh, "You can see what happened. I'm all the proof you need."

"This device will be properly certified before we start to operate commercially," Lady Thaw stated calmly.

"Commercially?!" Martha exclaimed with incredulity.

"You can't!" Sophie exclaimed.

"You're joking," Martha continued voice mingling a little with Sophie's alarmed exclamation, "That'll cause chaos!"

"Pandemonium!" Sophie agreed with a nod, the bells dangling from her ears chiming softly whilst Lazarus merely smiled at them both polite and somewhat derisive once again as he took note of them for the first time.

"Not chaos. Not pandemonium… change," Lazarus replied, "A chance for humanity to evolve to improve."

Sophie shook her head, bells chiming louder than before with the adamant action, "Evolution takes time, it's not… not…" she gestured wordless behind them towards the chamber with a gloved hand, words escaping her with her rising incredulity… how could the man not see the absolute pandemonium that would follow in the wake of his invention if it was allowed to operate commercially as he and the elderly woman at his side wanted.

"This isn't about improving," the Doctor shook his head, eyeing the elderly woman beside the 'reborn' Professor Lazarus flatly, his brow furrowed, "This is about you and your customers living a little longer."

Lazarus smiled tightly for a moment, before his expression dropped as he returned the Time Lord's flat stare with one of his own, "Not a little longer, Doctor. A lot longer," he corrected, "Perhaps indefinitely."

"Richard," Lady Thaw interjected with a tinge of her impatience leaking through into her tone, "We have things to discuss, upstairs," she informed him, before she turned and walked away.

Professor Lazarus moved to follow, "Goodbye Doctor," he paused offering the Doctor a last cool smile, "In a few years, you'll look back and laugh at how wrong you were."

"I doubt it," Sophie muttered, louder than she intended.

Lazarus smiled at her tightly, "You are of course entitled to your opinion. No one will be forcing you to use the chamber," he turned to Martha and offered her a warmer smile as he took her hand and pressed a kiss to the back of it before he turned from them and walked after Lady Thaw, leaving the three to stare after him.

"I get the feeling he didn't listen to a word you had to say," Sophie murmured glancing at the Doctor with a perturbed expression.

"Happens a lot to me," the Doctor bemoaned, "Maybe it's the face?" he murmured touching his cheeks and jaw thoughtfully.

"I don't think so," Sophie murmured, turning her head to look at him and smiled as her gaze went to his face, "It's a good face."

"You said that last time," the Doctor pointed out as he glanced at her.

"And I meant it just as much then as I do now," Sophie replied and the Doctor who still had one of her hands in his squeezed fondly.

"Technically, you're probably a bit biased," Martha pointed out as she glanced at the two of them, lips quirking up into a smile, even as she got the feeling that she might be missing a vital part to the conversation they were having.

Sophie blinked at that and then nodded, bells chiming softly, "Probably," she acknowledged, her hand returning the Doctor's fond squeeze with one of her own.

They heard a laugh and their gazes were drawn to Lazarus and Lady Thaw the two not quite left the reception area yet, having been held up by a few more of the guests and the Doctor's expression turned grim once more as he eyed them as Lazarus laughed jovially at something one of the guests said Lady Thaw stood stiffly beside him, impatient, "Oh, he's out of his depth," the Time Lord grumbled, "No idea of the damage he might have done."

"So, what do we do now?" Martha questioned as she and Sophie looked at him.

"Now…?" the Doctor blinked and glanced at around thoughtfully, "Well, this building must be full of laboratories."

"Well, you'd think so with a name like 'Lazarus Laboratories'," Sophie nodded.

The Doctor shot her a warm grin as he nodded his agreement, "I say we do our own tests."

Martha looked down at her hand, "Lucky I've just collected a DNA sample then, isn't it?" she mused as she smiled and held up the hand Lazarus had kissed showing them the back of it.

"Oh," the Doctor beamed a bright grin at her, "Martha Jones, you're a star," he enthused.

"Absolutely brilliant!" Sophie agreed with a grin of her own and the three quickly walked off together. The Time Lord fighting the urge to run with his desire to reach a lab and just see what kind of damage the professor had done to himself.

 ***O*O*O***

Lazarus and Lady Thaw stood side by side in Lazarus' office, the pair sipping scotch as they looked out at the view of London, "I grew up over there," he gestured, "A tiny flat above a butcher's shop," he elaborated.

"It'll have a blue plaque soon," Lady Thaw remarked with a smile as she looked in the direction he'd gestured in, "Richard Lazarus lived here."

"It's gone," Lazarus replied, "Destroyed in the war," he explained and Lady Thaw's expression fell, "The bombing."

"Of course," she murmured.

"1940. Do you remember?" Lazarus asked, "Night after night," he continued his gaze losing focus as he recalled those days, "Explosions. Guns. Firestorm."

"My parents had sent me to the country by then," Lady Thaw replied.

"When the sires went, we'd go to the cathedral there," Lazarus gestured to the building, "We used to shelter in the crypt… the living cowering among the dead."

"But look at what you've built here, now," Lady Thaw urged, gently trying to turn the conversation away from such things… such bad memories, "You've laid the foundations for an empire," she smiled fondly at him as he turned to look at her, "An empire we can rule together," she reached up cupping his head in her hands as she pulled him down towards her for a kiss, only for Lazarus to pull back, exhaling sharply as he did so, disgust contorting his features, "Well, what's wrong?" Lady Thaw demanded with confusion.

Lazarus wiped at his lips with his hand and chuckled, before he reached out and gripped Lady Thaw's chin and turned her head so that she was forced to look at her reflection in the surface of the window, "Look at yourself, woman," he sneered and Lady Thaw pushed his hand away with indigence, turning her head away from her reflection so that she could turn her withering glare on him.

 ***O*O*O***

"Amazing," the Doctor breathed as he sat in front of a computer monitor in one of the labs Sophie and Martha on either side of him, peering over his shoulders at the screen.

"What?" Martha asked, glancing from the image of a strand of Lazarus' DNA that was on the computer monitor to the Doctor.

"Lazarus' DNA," the Doctor replied.

"What about it?" Sophie asked as she too glanced from the monitor to him.

"I can't see anything different," Martha added as she returned her gaze to the screen eyeing the strand of DNA that looked to be perfectly normal human DNA… she'd actually be interested in seeing what Sophie's DNA looked like… and the Doctor's see how it differed, but that was the medical student in her.

"Look at it!" the Doctor insisted, pointing at the screen and Sophie and Martha's eyes widened with surprise as the strand of Lazarus' DNA suddenly flickered.

"Oh, my God," Martha exclaimed, "Did that just change?!" she frowned leaning in closer to the screen, staring at the DNA strand intently, "But it can't have!"

"But it did," the Doctor replied.

"It just did it again!" Sophie exclaimed with alarm as the image flickered once again in the same strange way it had before.

"It's impossible," Martha shook her head.

"And that's two impossible things we've seen so far tonight," the Doctor murmured and smiled glancing at Sophie and Martha as he continued, "Don't you love it when that happens?"

"Depends on the impossible in question," Sophie replied, before she frowned at the DNA strand biting her lower lip trying to understand, "It changing…" she glanced at the Doctor and Martha, "What does it mean?"

"That means Lazarus has changed his own molecular patterns," Martha replied immediately and the Doctor nodded, glancing at Sophie as he added.

"Hypersonic sound waves to destabilise the cell structure, then a metagenic programme to manipulate the coding in the protein strands," he paused as Sophie blinked at him with confusion, her brow furrowed in concentration as she listened to him. He smiled again despite the seriousness of the situation, "Basically," the Time Lord started again, "He hacked into his own genes and instructed them to rejuvenate."

"Oh," Sophie nodded a little, bells chiming softly, and her gaze going back to the screen, her brow still furrowed now with disquiet as she eyed the DNA strand as it flickered again, fluctuating into a different broken pattern and then back again.

"But they're still mutating now," Martha pointed out, seeing the same thing as she eyed the monitor.

"Well, the process didn't get to finish…" Sophie murmured glancing at the Doctor, "You had to cut it short."

"Well, yes," the Doctor nodded, "But he also missed something," he muttered, "All the variables... he couldn't have accounted for them all," he repeated what he'd explained earlier, "And now, something in his DNA has been activated and won't let him stabilise. Something that's trying to change him."

"Change him into what?" Martha asked, frowning with disquiet, changes in the molecular structure didn't normally lead to good things happening inside the human body… she had a feeling that professor Lazarus would be needing to be rushed to the ER… could they even have a chance of saving the man when they didn't have any knowledge of the science that had been applied to force the change…

"I dunno," the Doctor replied breaking into Martha's wandering thoughts and stepping back from the monitor, "But I think we need to find out."

"That woman said they were going upstairs," Martha reminded them.

The Doctor nodded, "Let's go!" he exclaimed urgently, taking Sophie's gloved hand as he rushed back towards the door of the lab. Whilst Martha lingered a brief moment longer in front of the monitor, eyeing the DNA disquietedly before she turned and rushed after the pair as fast as she could in her heels.

 ***O*O*O***

"It's me who made all this possible," Lady Thaw stated as she paced back and forth and Lazarus stood with his back to her as he stared calmly out the window, "This is my triumph," she continued, shooting a glare at his back, unable to help but be offended and hurt by his change in affections despite knowing the type of man he was. They'd made promises to each other. Had so many plans in place, "And I will not be denied, not by you," she declared adamantly, "Not after everything I've done here!"

"You backed me because you saw a profit," Lazarus countered easily, not even bothering to turn around as he swirled some of the scotch in his glass, having gotten himself a refill when the 'ranting' had started, "Your concern was financial," he grimaced pain flaring inside him, his face starting to pale. He took a sip of his scotch.

"Well!" Lady Thaw abruptly stopped in her pacing, facing him indignantly, "You want the money as much as I do! We had a plan!" she exclaimed as Lazarus closed his eyes as a painful 'crack' rent his body.

"When the device is ready," Lady Thaw continued, "I'll be rejuvenated too," she reminded him, "We could be rich and young together!"

"You think I'd waste another lifetime on you?" Lazarus sneered.

"Did that process make you even more cruel?" Lady Thaw exclaimed as she stared at Lazarus through narrowed eyes. The man had always been rather sharp with his words, cutting and hurtful, arrogant and egotistical.

"No, my love," Lazarus turned from the window to face her, "That I learnt from you," he sneered, "You have a gift for it."

"Then you know that I'll protect my involvement in the project," Lady Thaw glared up at him, "I'm sure Mr Saxon will be interested…"

Lazarus inhaled sharply and tugged at his shirt collar uncomfortably as the cracking in his body grew, growing more pronounced as the pain increased.

"What's going on?" Lady Thaw asked with concern, their argument forgotten as she stared with concern at seeing the man in pain.

"It must be…" Lazarus trailed gasping in pain, a pained groan escaping him as he jerked as a fresh wave of pain lanced through him.

"What is it?" Lady Thaw asked, her concern growing.

"I'll be fine in a moment," Lazarus groaned, before he attempted a reassuring smile as he tugged at his shirt collar a little again, "It's probably just a cramp," he tried to wave it off only to gasp sharply again as his back arched with a spasm, a nasty cracking sound renting the air with the action before he fell to the floor as his legs gave out.

"Oh! Richard!" Lady Thaw exclaimed with concern, alarmed for the man as he started to jerk and convulse on the floor, tugging at his bowtie as he writhed, "Is it some sort of seizure? What should I do? I don't understand what's happening! Richard!" she cried and Lazarus let out an agonised scream as bones ripped out through the back of his suit.

Lady Thaw let out a terrified sound as a growling came from the horrifying figure that was now looming over her. Her arms coming up in an attempt to protect herself as a long scorpion-like tail lunged for her. She screamed…

 ***O*O*O***

Francine accepted the flute of champagne Leo was holding out to her, before casting her gaze about the reception area again. Searching the mingling guests for even a glimpse of Martha, "Tish!" she called as she clamped eyes on her amongst the crowd instead, "Have you seen Martha and that Doctor and Sophie anywhere?"

"Not since the demonstration," Tish shook her head.

Francine sighed out a concerned breath, before she pinned Tish with a look, "Do you know anything about them?" she asked with concern, ignoring the way Tish arched her brows at her as she continued, "Has she ever mentioned them before?"

"Not to me," Tish shrugged.

"The way she followed them," Francine muttered.

"They're doctors," Tish waved off the concern, "She was just doing her job."

"That Sophie isn't," Francine rebutted and frowned, "Did she tell you that she was?"

"Well, no," Tish replied, "I just sort of assumed…"

Francine nodded, "Well still," she grumbled with a bit of a frown, "Martha's not a doctor yet. Never will be, if she doesn't stay focused."

"Look," Leo sighed, attempting to reassure their mum as he continued, "She's made a couple of friends. So what?"

Francine shook her head and bit her lower lip as she continued to frown with concern, "There's something going on, Leo, I can feel it."

Leo lifted his own champagne glass to his lips to take a sip in a half-hearted attempt to cover his eye roll whilst Francine started glancing about the gathered guests for any sign of Martha or even one of the two she'd run off with without so much as word to her or any of her family as Tish exchanged a look with Leo before she walked off to mingle as she'd been intended before her mum had called her over.

 ***O*O*O***

The lift doors dinged open and Lazarus stepped out into the reception area wearing a new suit and a fresh dress shirt, stretching his neck as his body continued to settle back into its original shape as he cast his gaze about the guests. He smiled as his gaze landed on Leticia and he adjusted his tie, smoothing it down, before he approached Tish who had her back to him as she conversed with a couple of the other guests. He reached out and gently touched her shoulder, "Leticia Jones," he murmured as she turned, "I'd recognise the smell of that soap anywhere."

Tish smiled, "Professor."

Lazarus turned his gaze to those she'd been happily chatting with a moment ago and offered them an apologetic smile, "I'm sorry, ladies and gentlemen, you'll have to excuse me while I take care of Leticia here. I've been neglecting her."

Tish allowed Lazarus to lead her away, a light blush dusting her cheeks as she glanced at Lazarus out of the corner of her eye, finding herself rather attracted to the man as much as she'd been repulsed by his attention earlier that evening.

 ***O*O*O***

The Doctor, Sophie and Martha stepped out of the lift as the doors 'dinged' open and swiftly moved into Lazarus' office. The Time Lord hitting a light switch as he passed it, "This is his office, alright," Martha observed as they glanced around the spacious office.

"So, where is he?" the Doctor wondered aloud.

"Dunno," Martha shook her head.

"Probably finished his conversation with Lady Thaw," Sophie murmured.

Martha nodded her agreement, "Let's try back at the re…" she trailed swallowing as she caught sight of skeletal legs with ladies high heel shoes on the feet of them, sticking out from behind the desk, Sophie and the Doctor's gaze going to her as she did, before they followed her gaze over to the shoe clad bones sticking out from behind the desk "…ception," the three rushed forward rounding the desk to clamp sight of the desiccated remains.

"Oh bugger…" Sophie breathed, her eyes that were wide with horror saddening, recognising the clothes the desiccated remains were wearing.

"Is that Lady Thaw?" Martha half-stated half-questioned, recognising the clothes herself, but hoping that she was wrong.

Sophie nodded, the bells in her ears chiming softly as she swallowed heavily. The Doctor nodded himself as he knelt down by the remains, Martha and Sophie shifting, kneeling down on either side of him, "Used to be," he murmured as he examined the skeletal figure, all that was left of a life, "Now it's just a shell. Had the life energy drained out," he explained heavily glancing up from the remains to look at them as he continued, "Like squeezing the juice out of an orange," and Sophie winced slightly at the imagery that gave her.

"Lazarus?" Martha questioned.

"Seems likely," Sophie murmured, he was who the elderly lady had come up here with for a discussion that evidently hadn't gone very well to put it mildly.

"Could be," the Doctor agreed.

"So he's changed already," Martha muttered with an increasingly disquieted frown as she eyed the desiccated remains, unable to help but wonder what kind of creature Lazarus had mutated into that could possibly do this.

"Not necessarily," the Doctor replied, "You saw the DNA. It was fluctuating. The process must demand energy," he frowned heavily as he eyed the remains, his mind racing, "This might not have been enough."

"So," Martha swallowed heavily her eyes widening with growing horror as the realisation sunk in, "He might do this again?"

The Doctor gave a nod of agreement.

"We'd better find him then," Sophie stated even as the Doctor straightened and started back across the office towards the door they'd entered through, Sophie and Martha swiftly following him.

"Mmm," the Time Lord hummed lowly in agreement as the three hurried from the office and back into the lift. The doors closing behind them with a 'ding' a mere fraction of a moment before another arrived, the lift doors opening with a 'ding' and Lazarus stepped out of it, his arm brushing against Tish's he was standing so close to her as they walked.

"You seem very young to have such a responsible position," Lazarus commented, staring at her rather intently, "Have you much experience?"

"Not really," Tish admitted, before smiling as she added, rather flattered by his attention now, the interest he was showing in her, "But the interview panel thought I had all the necessary attributes."

"How perceptive of them," Lazarus remarked.

Tish chuckled, blushing a little again, "So where are you taking me?" she asked curiously.

"Up to the roof," Lazarus replied smoothly, "It's a lovely evening. I thought I'd show you the view. It's extraordinary."

"Like a lot of things around here, then," Tish murmured, smiling a little coyly at him and Lazarus grinned at her in return, rather pleased at the praise, before he motioned for her to go ahead of him. Tish's smile widened and she did as he bid, excitement stirring. Behind her, Lazarus cracked his neck as he followed after her. His gaze locked intently on her back.

 ***O*O*O***

The lift stopped and the doors slid open with a 'ding' and the three inside darted out of it and back into the reception area.

"I can't see him," Martha frowned.

"No, neither can I," Sophie agreed as they looked around at the mingling guests, trying to spot Lazarus' figure amongst them.

"He can't be far," the Doctor replied, "Keep looking," he urged them before swiftly walking on, Sophie and Martha moving off in different directions as they split up to continue their search for Lazarus.

"Hey, you alright, Marth?" Leo asked with concern as he stepped towards his sister, "I think mum wants to talk to you."

"Have you seen Lazarus anywhere?" Martha asked ignoring his comment about their mum for the moment, she didn't have time to stop for a chat.

"Yeah," Leo nodded, eyeing Martha a little puzzled as he continued, "He was getting cosy with Tish a couple of moments ago."

"With Tish!" Martha exclaimed with horror, her heart freezing horribly in her chest for an extended moment as the Doctor and Sophie joined them, a moment before Francine, who'd spotted Martha through the crowd and had started over herself.

"Ah, Doctor, Soph…" she began as her gaze landed on the Time Lord and Sophie.

"Where'd they go?" the Doctor asked Leo urgently and the polite smile that had been on Francine's face stiffened with irritation at being talked over, the man acting like he wasn't even aware that she was there as he stared at her son intently.

"Upstairs I think," Leo replied with a vague gesture towards the lift, "Why?" he asked eyeing them with continued puzzlement, not understanding what the big deal was as the three stared at him in alarm.

"We had to have just missed them!" Sophie breathed with alarm, the Doctor nodding and moving to dart off, one of his hands automatically moving to grasp one of Sophie's.

"Doct…" Francine tried again only to get abruptly cut off as the Doctor dashed past her with Sophie, the Time Lord bumping into her, knocking her arm, spilling her champagne over her arm and splotching it onto her dress. She inhaled sharply and scowled with irritation, "I'm speaking to the two of you!" she shouted after them.

"Sorry!" Sophie called over her shoulder, "No time!" she added as an explanation.

Francine huffed at that, "Martha!" she called to her daughter as she moved to dart past her and after the pair

Martha paused and quickly turned back to her, "Not know, mum!" she exclaimed with impatience, before she turned and dashed after the Doctor and Sophie, her heart pounding in her chest with fear for her sister.

Francine blew out a huffing breath and stepped over to a table, setting down her empty flute glass and picked up a napkin, dapping at her arm to wipe off the spilled champagne.

The man that had been waiting for an opportunity to approach Mrs Jones, snagged a flute of champagne off a tray and started over to her, "I think you need one of these," he spoke drawing her attention to him and the flute glass he was holding out to her.

"Thank you," Francine smiled at him gratefully and accepted the flute from him, "That's very kind of you."

"Do you know those two?" the man asked nodding in the direction the Doctor and Sophie had run off in with Martha hot on their heels.

"No," Francine sighed, frowning at the thought of the two that Martha kept running after, "They're friends of my daughter's."

"Perhaps she should choose her friends more carefully," the man replied and Francine paused at the vague but worrying warning. The man walked off and Francine stared after him. Her feeling that something was going on, something that wasn't right growing.

 ***O*O*O***

The Doctor, Sophie and Martha dashed out of the lift as the doors slid open and into Lazarus' spacious office only to find it as devoid of the man as before and no Tish in sight either, "Where are they?" Martha cried frantically as she whirled around to face the Doctor.

"Fluctuating DNA will give off an energy signature," the Doctor replied as he delved a hand into one of his pockets, pulling out his sonic, "I might be able to pick it up," he explained as he held it out at arm's length and started to turn in a circle, Sophie and Martha watching anxiously as the tip flashed as it whirred quietly, "Got him," he exclaimed as it beeped with increasing frequency.

"Where?" Martha cried and the Doctor wordlessly pointed up with the still rapidly beeping sonic screwdriver, "But," Martha frowned, "This is the top floor!" she protested.

"Top floor doesn't necessarily mean that that's as high as you can go," Sophie pointed out as she looked up at the ceiling with a frown.

"The roof!" Martha cried and the three ran from the office headed for the stairs that led up to the roof.

 ***O*O*O***

"That clock tower's beautiful all lit up like that," Tish breathed as she stood beside Lazarus, the pair looking out over London as the night deepened around them.

"It's Southwark Cathedral," Lazarus murmured, "One of the oldest churches in London. Been around longer than I have."

"Well," Tish smiled as she glanced from the view to look at him, "You're looking pretty good for your age," she gave him a playful nudge.

"Thank you," he smiled smugly.

"Can I?" Tish asked, reaching out a tentative hand towards his face.

"Of course," Lazarus nodded.

Tish stroked his cheek with the back of her hand and smiled as he turned into her gentle caress, his eyes closing briefly as he enjoyed the touch of the beautiful young woman, "Still can't take it in," she breathed with awe.

"I'm still adjusting myself," Lazarus murmured as Tish lowered her hand from his cheek, "I've been working toward it for so many years, it's hard to believe the moments finally arrived."

"And is it like you expected?" Tish questioned.

"I find that nothing's ever exactly like you expect," Lazarus replied as Tish stared up at him, listening avidly, "There's always something to surprise you," he continued as behind him the door to the roof opened and the Doctor, Sophie and Martha hurried out of it, "'Between the idea and the reality, between the motion and the act-'"

"'Falls the Shadow'," the Doctor finished the quote for him, drawing the two's attention to the three that had joined them up on the roof, Lazarus turned to face them whilst Tish frowned as her gaze landed on her sister and her two new friends, annoyed at the interruption of what she'd been finding to be a rather intimate and romantic moment. One that she'd been rather enjoying before their untimely arrival.

"So the mysterious Doctor knows his Eliot," Lazarus mused eyeing the Time Lord with mild annoyance himself as the man strode a few steps towards them, brow furrowed as he returned his gaze, "I'm impressed."

"Martha," Tish hissed, staring past the Doctor at her sister, "What are you doing here?" she demanded to know.

"Tish, get away from him," Martha urged cautiously, her eyes on Lazarus scared that he'd transform into whatever 'thing' he'd mutated into earlier and harm her sister or worse.

"What?" Tish exclaimed with surprise before her eyes narrowed into a glare, insulted, "Don't tell me what to do!"

"Right ok," Sophie nodded, bells chiming quietly, her own anxious gaze on Lazarus as she continued cautiously, "But you are gonna want to step away from him," she urged the bristling Tish, who's narrowed gaze turned puzzled.

"What?" Tish blinked, her posture loosening with surprise, before her gaze narrowed again, confused and still somewhat annoyed, "Why?"

"I wouldn't have thought you had time for poetry, Lazarus," the Doctor spoke again, eyes still on Lazarus before either Sophie or Martha could reply to Tish's question, "What with you being busy defying the laws of nature and all."

Lazarus looked down, hiding the upward twitching of his lips, "You're right, Doctor," he looked up again, smug smile still curving up his lips, "One lifetime's been too short for me to do everything I'd like. How much more would I get done in two or three or four," he mused with confidence, his smug smile widening at the multitude of possibilities laid out before him.

"Doesn't work like that," the Doctor murmured, his tone almost sad as he eyed the man that had essentially destroyed himself in a bid to buy more time for himself, "Some people live more in twenty years than others do in eighty. It's not the time that matters, it's the person."

"But if it's the right person, what a gift it would be," Lazarus replied with self-assured confidence as he stared at the Doctor coolly.

"Or what a curse," the Doctor rebutted, "Look at what you've done to yourself."

Lazarus' cool gaze narrowed into a glare, annoyance flaring as pain started lance through his body again, "Who are you to judge me?!"

"Over here, Tish," Martha urged, her gaze flicking anxiously from Lazarus to her sister, beckoning her over.

Tish huffed out an annoyed breath but started towards Martha and her friends, "You have to spoil everything, don't you?" she grumbled, "Every time I find someone nice, you have to go and find fault."

"Oh bugger…" Sophie breathed softly, her eyes widening with increasing alarm as behind Tish Lazarus twitched violently and fell heavily to the ground.

"Tish, he's a monster!" Martha exclaimed, her wide alarmed gaze locked on the downed Lazarus as he writhed on the ground.

"I know the age things a bit freaky," Tish admitted with a grumble as the Doctor slowly started to back up towards them, his brow furrowed as he stared at Lazarus with growing alarm, "But it works for Catherine Zeta-Jones."

"What does Catherine Zeta-Jones have to do with anything?" Sophie questioned, not seeing a connection to the actress in their current situation, her increasingly alarmed gaze still locked on the spasming Lazarus.

Tish glanced at her, brows arching with disbelief, "I'll tell you later…" Martha began only to trail her eyes widening, "Oh my God…" she breathed horrified as Lazarus's started transform as his writhed, bones starting to tear out of the back of his suit.

Tish blinked at that and turned to look at what was happening and her eyes widened at seeing a massive bony scorpion-like creature with a human face looming over them where Lazarus had been standing, "What's that?!"

"Run!" the Doctor yelled and the three women turned and ran back towards the door, Martha, Tish and Sophie darting through and the Doctor dashing through it after them, sonic in hand as he turned and locked it with a quick buzz of the slender device, before he turned and followed the women down the stairs, quickly catching up with Sophie who'd paused, turning to wait for him. He nabbed her hand as he came level with her on the staircase and the two dashed down the flight of stairs together.

Whilst Martha urgently pressed the call button for the lift, before she turned to her sister with concern, taking in her wide eyed shocked expression, "Are you ok?"

"I was gonna snog him," Tish gasped with horror as the Doctor and Sophie joined them outside the lift. The lights flickered as they heard a banging drifting down the stairs as the mutated Lazarus threw himself against the locked door to the roof.

"Security breach," a computerised warning came over the tannoy as sirens blared, "Security breach. Security breach," it repeated before the lights that had flickered previous went out and all the doors slid shut.

"What's happening?" Martha asked.

"Uh," Tish swallowed, trying to sort out her frantic thoughts and think, "An intrusion," she began to explain as the mutated Lazarus continued to throw himself against the locked door, "It's triggers a security lockdown. Kills most of the power. Stops the lifts. Seals the exits," she listed.

"Call me crazy, but I don't think that door's gonna stop him for long," Sophie muttered staring dubiously up the stairs that led to the roof.

"He'll break through any moment," the Doctor nodded, snagging Sophie's hand again as he exclaimed, "The stairs," he swiftly started down them. Sophie following him, her hand tightly gripping his, "Come on!" he urged unnecessarily as Martha and Tish swiftly followed them. The four dashing down the stairs as fast as they could.

Behind them the door to the roof crashed open, "He's inside!" Martha shouted, glancing back fearfully as they continued to run.

"We haven't got much time!" the Doctor yelled as they continued on down the flights of stairs at a quick clip.

The four burst through a door and back into the reception area, the Doctor glancing about at the guests that were calmly still mingling despite the alarm that had gone off, "Tish," he turned to her with urgency, "Is there another way out of here?"

"There's an exit in the corner," Tish replied before adding a tad more frantically, "But it'll be locked now."

"Sparks," the Doctor turned to the petite brunette, tossing her the sonic, "You know the setting," he continued as Sophie looked from the sonic screwdriver she was now holding and back to him, her heart beating heavily in her chest as she stared at him with a slight frown, mind working, "Hurry!" he urged and she nodded before she turned and ran for the door. Martha and Tish on her heels as they swiftly followed her.

The Doctor stared after her for a brief moment, before he turned and jumped up onto the platform with Lazarus' chamber, "Listen to me!" he shouted over the sound of the alarm, drawing the attention of the guests, "You people are in serious danger!" he warned them, "You need to get out of here right now!"

"Don't be ridiculous," a young blond woman scoffed, "The biggest danger here is choking on an olive."

The last word had barely finished leaving her mouth when there was the sound of shattering glass before the mutated Lazarus jumped down from the landing above them, smashing a table as he landed. Panic ensued as the terrified guests ran for the exits, whilst Sophie rushed to open the sealed glass doors with the sonic screwdriver whilst the guests clambered with their desire to get out behind the three women.

"Mum, get back!" Leo shouted doing his best to shield his mum as the creature's tail whipped through the air sending a table flying, it slammed into Leo knocking him off his feet.

"Leo!" Francine cried with alarm, her eyes wide with fear.

At the sealed glass doors, "Got it!" Sophie exclaimed as the doors slid open and she lifted her finger off the button of the sonic.

"Over here!" Martha shouted even as frantic guests that had been already gathered by the door impatiently waiting to be let out streamed past her Sophie and Tish, the form shifting out of the way to allow them through, her wide horrified blue eyes locked on the terrified woman as the mutated Lazarus loomed over her menacingly, "This way!" Martha continued drawing the attention of the frantic guests, "Everyone downstairs now!" she shouted as they started for the open doors all of them desperate to get out, "Hurry!"

Sophie swallowed heavily as the mutated Lazarus opened his jaws sideways, "Oh bugger," she breathed with horror, her eyes widening further as he brought his tail over, another mouth appearing, "Oh no…"

"No!" the Doctor yelled with desperation, helpless to do more in that moment as the young woman trembled, terrified, "Get away from her!"

The woman let out a shrill terrified scream as Lazarus launched his tail towards her the gaping mouth opening wide, sucking the energy from her, leaving only a desiccated corpse to fall to the floor.

"Leo," Francine called as she made her way over to her downed and dazed son as he slowly regained consciousness, not noticing Lazarus turning his attention to them, "Leo."

"Oh my God…" Martha breathed horrified, her already wide eyes widening further as her mum looked up, freezing at the sight of the mutated Lazarus looming over them.

"Lazarus!" the Doctor shouted, "Leave them alone!" he demanded and Lazarus turned, focusing his gaze on the scowling Doctor and Martha ran towards them.

"Martha," Francine breathed with both alarm and relief.

"Come on," Martha soothed as she helped Leo to get to his feet, "Stay with me. You're ok," she assured as the three made their way back over to where Sophie and Tish where waiting by the opened doors.

"What's the point? You can't control it," the Doctor taunted the mutated Lazarus keeping his attention fixated on him, determined to by Sophie and Martha enough time to get themselves, Mrs Jones and Leo along with all the other guests to safety, "The mutation's too strong. Killing those people won't help you. You're a fool," he spat, "A vain old man who thought he could defy nature. Only nature got her own back, didn't she?" he scoffed, "You're a joke, Lazarus! A footnote in the history of failure!" the mutated Lazarus roared enraged and the Doctor turned and ran, leading the creature off down a corridor.

"Martha, take this," Sophie urged, passing the sonic screwdriver to the young medical student.

"Sophie, what…?" Martha began with confusion as she helped to support her dazed brother's weight.

"It's setting 54," Sophie cut in, not wanting to stop for questions, her heart hammering in her chest with both fear and concern as she turned and darted off in the direction the Doctor had led Lazarus off in without a backwards glance at the Jones' family.

"What are they doing?" Tish asked as she turned her gaze from the retreating Sophie to look at Martha.

Martha tore her own gaze from Sophie swallowing heavily, "They're trying to buy us some time," she swallowed, worried for the both of them, "Let's not waste it," she determined as she focused her full attention back on her brother, "Leo, look at me," she urged, "Focus on me. Let's see your eyes," she murmured, examining him, "He's got a concussion," she determined and turned to their mum, "Mum, you'll need to help him downstairs," Francine nodded and watched as Martha quickly walked over to an ice bucket and picked up and napkin, scooping some of the ice into a napkin and returning to them, handing the napkin to her mum, "This'll keep the swelling down. Go!" she urged, "I'll be right behind you!" she promised, "Tish, move! We need to get out of here!" she glanced behind her in the direction the Doctor and Sophie had gone before she turned and hurried through the doors after her family, her hand tightening about the sonic screwdriver, hoping that the two were alright as she swiftly caught up with her mum, sister and brother.

 ***O*O*O***

Sophie paused in her run just long enough to take off the heels that were hampering her speed, her heart pounding heavily against her ribcage. She mentally reached as she did so, searching for where the Doctor and the mutated Lazarus where in the building, not willing to risk getting lost in the rather large lab. She straightened her heels clutched in hand as she darted bare foot through the building.

 ***O*O*O***

The Doctor slowed to walk as he ran into a service corridor, creeping quietly through it, moving slowly past the pipes and control panels, crouching as a clang sounded indicating the mutants entrance.

"It's no good, Doctor," Lazarus hissed into the heavy gloom of the corridor, "You can't stop me," he sneered.

"Is that the same arrogance you had when you swore nothing had gone wrong with your device?" the Doctor questioned.

"The arrogance is yours," Lazarus retorted sharply, his voice echoing about the corridor a bit as he continued, "You can't stand in the way of progress."

"You call feeding on innocent people progress?" the Doctor exclaimed aghast, scowling into the gloom, "You're delusional!"

"It is a necessary sacrifice," Lazarus declared.

"That's not your decision to make," the Doctor shook his head, frowning a bit heavier as he noted Sophie's consciousness brushing against his… she felt close… to close… but that wasn't possible he'd sent her with Martha to get everyone out… as far away from danger as he could manage in the current situation.

 ***O*O*O***

The terrified guests fled down the stairs towards the main entrance, their panic rising as they came up to the glass doors only to find them sealed tightly shut.

"We can't get out!" Tish turned to Martha, "We're trapped!"

"There must be an override switch," Martha muttered, glancing about anxiously before returning her gaze to her sister, "Where's the security desk? Tish!"

"Right there!" Tish pointed at the desk in question and Martha immediately darted over to it, sliding across it to quickly get to the control panel, checking the layout of it briefly before she squinted at the sonic, checking the setting making sure it was the one Sophie had told her before she quickly scanned it over the control panel, restoring the power allowing the doors to open and the panicked crowd streamed out of the building.

 ***O*O*O***

The lights in the service corridor flickered on and the Doctor, no longer hidden as he had been swallowed as he heard a low chuckle coming from above him. He slowly looked up to see the mutated Lazarus hanging from the ceiling above him.

"Pick-a-boo – argh!" Lazarus exclaimed with shock as out of nowhere a heeled shoe smacked him solidly in the face, distracting him from the Doctor, who snapped his head in the direction the shoe had come from.

"Sparks!" he shouted, his eyes widening in concerned alarm at seeing Sophie standing there, panting slightly, a second shoe clutched tightly in her hand, ready to launch it as a second projectile at the now annoyed mutant hanging from the ceiling. He darted towards her and her second shoe went sailing past his head as she launched it at the mutated Lazarus as he made to lunge at them an annoyed roar escaping him as it connected with his face once again, "Run!" the Doctor urged as he reached her, grasping her hand.

"Yeah, I was kinda hoping you'd say that," Sophie nodded, eyeing the annoyed Lazarus with wide nervous eyes. The two turned and dashed out of the service corridor and into another as fast as they were able.

 ***O*O*O***

Martha paused in following her family out of the laboratory, "I've got to go back," she told them and Tish and Francine turned to face her with alarm.

"You can't!" Francine gasped, terrified for her child, "You saw what that thing did!" she exclaimed, "It'll kill you!"

Martha swallowed but shook her head, her hand tight about the sonic screwdriver Sophie had given her before running off after the Doctor, "I don't care. I have to go."

"It's those two, isn't it," Francine exclaimed, "That's what's happened to you. That's why you've changed."

"They were buying us time, Martha," Tish tried agreeing with their mother on this, "Time for you to get out, too."

"I'm not leaving them," Martha retorted, before she turned and ran back towards the building. They hadn't left her behind. She wouldn't leave them either. Not if she could at all help it. And what if one or both had gotten hurt? She picked up speed, dashing back through the main entrance of the laboratory ignoring her mother's alarmed shouting of her name.

Tish swallowed staring after her sister a moment before she took her mother's hand and led the anxious woman further down the stairs away from the building and the danger inside it. Leo stared quietly after Martha a moment longer before moving with Tish and Francine down the stairs, helping now to keep guiding their mother down them.

 ***O*O*O***

"Ooh," Sophie murmured lowly as she and the Doctor entered a room filled with lab benches and equipment, "Barefoot in a lab," she continued as they glanced about, "My old science teacher would be spitting chips."

The Doctor glanced at her, "And how would he react if someone were to blow up a lab?" he queried.

"Pop a blood vessel, probably," Sophie replied and turned her gaze from the lab to look at him, taking in his expression, the bit of a grin quirking up his lips, "Oh no…" she trailed.

"Oh yes," he corrected and Sophie couldn't help but return his widening grin, "Start turning on all the gas jets," he instructed as he swiftly moved to a bench standing on top of it as he carefully started fiddling with the battery of a light fixture, exposing the wires as Sophie went about turning on the gas jets in the lab.

The Doctor finished fiddling with the light battery fitting, leaving the light bulb loosely fitting in the socket and jumped back down from the bench moving to turn on the gas jets Sophie hadn't gotten to yet. They turned on the last jet, the gas quietly hissing into the lab. The Doctor grabbed Sophie pulling her down behind one of the lab tables with him in alarm as they heard Lazarus' voice hiss out through the gloomily lit laboratory.

"More hide and seek, Doctor?" Lazarus sneered and Sophie swallowed, the sound of his voice getting closer, her hand tightening around the Doctor's, "How disappointing. Why don't you come out and face me? Or did your courage desert you when your little lady friend ran out of shoes?" he mocked.

"Have you looked in the mirror lately?" the Doctor retorted and his hand tightened about Sophie's as he stood, Sophie moving with him, "Why would I wanna face that, hmmm?" he questioned rhetorically and the two ran swiftly from the room. The Time Lord urging Sophie ahead of him with one hand as he flicked the light switch with the other, before darting out of the laboratory after her, the lab exploding behind them as they ran.

A short distance away, Martha heard the explosion and immediately changed direction heading in the direction it had come from. And almost running in to the two she was looking for as she rounded another corner.

"What are you doing here?" the Doctor exclaimed, brow furrowing slightly, somewhat exasperated first Sophie and now Martha.

"I'm returning this," Martha replied holding the sonic screwdriver out to him, "I thought you might need it…" she trailed as her gaze landed on Sophie again and she took in how much shorter she appeared and her gaze went down to the other woman's feet and took in their bare state with a bemused blink, "Sophie? What happened to your shoes?"

"I uh, threw 'em at Lazarus," Sophie admitted as she glanced a little awkwardly down at her bare toes.

"Threw them?" Martha parroted with bemusement.

"Yeah," Sophie nodded in agreement, the bells in her ears chiming softly, "There weren't any chairs lying about."

"No," the Doctor agreed sniggering softly with amusement, "Definitely no chairs lying about," he continued still sniggering and grinned widely as Sophie pouted at him lightly, her cheeks dusting with pink as she blushed slightly. He turned his gaze back to Martha and sobered as he eyed her, "How'd you find us anyway…?"

"I heard the explosion," Martha replied and then shrugged, "Guessed it was you two."

"We blasted Lazarus," the Doctor nodded.

"Did you kill him?" Martha questioned.

"Um…" Sophie hedged, "I don't think the explosion was big enough…" she trailed as Lazarus came crashing out into the corridor.

"Nope," the Doctor grabbed Sophie's hand and urged Martha swiftly into motion, the three of them racing along the corridor, "More sort of annoyed him… well," he corrected as Lazarus let out a bellowing enraged roar, "More than a pair of shoes to the face did at any rate."

"Much more," Sophie agreed, glancing behind them briefly, before continuing to run, heart pounding against her ribcage.

 ***O*O*O***

"She'll be alright," Tish tried to comfort their mother as the three of them sat on the main steps of Lazarus labs, waiting, hoping for Martha to come back out as fine as when she ran back inside to help the Doctor and Sophie, "The three of them, they'll look out for each other," Tish continued with hope.

"She turned her back on us," Francine frowned, her hands clutched together anxiously, "Went in there with that _thing_ for them."

"I wouldn't say she turned her back on us, mum," Tish murmured, drawing Francine's gaze to her and tried to smile reassuringly, "She just went to help her friends."

"They must be good friends," Leo commented, his lips quirking up into a smile, it was about time Martha found friends she was close too. His sister spent far too much time cooped up with her studies and internship to become a Doctor. She needed friends to hang out with and confide in and she had to consider them highly to run back into danger for them.

"She just met them," Francine huffed, not at all reassured, still rather certain that something else was going on with that Doctor and that Sophie girl.

The man from earlier approached the Jones' sitting on the steps, "Is your daughter still in there with those two?"

Francine stood, staring at him anxious for her daughter, "Do you know them?"

"He's dangerous and she's…" he trailed ominously, "A complicated matter," he hedged and Francine swallowed anxiously, not comforted in the slightest by either description, "There are things you should know…"

"What things?" Francine demanded, eyeing the man with a concern frown, listening intently as the man leaned in towards her and whispering in her ear. His words chilling her blood and confirming all her previous suspicions. Something was very very wrong with the Doctor and Sophie and her Martha was with them right now!

 ***O*O*O***

"What now?" Martha gasped breathlessly as they burst back into the reception area, now devoid of anyone but the three of them, "We've just gone round in a circle!" she exclaimed a moment before Lazarus burst back into the reception area in his pursuit of them.

"We can't lead him outside," the Doctor replied and led them towards Lazarus' chamber, "Come on, get in," he urged them opening the door, and Martha and then Sophie stepped past him into the chamber. The Doctor following them into the cramped space and shutting the door quietly behind him.

"Sorry, Martha," Sophie muttered as she shifted back a little or tried to make a bit more room for the Doctor and felt Martha's toes beneath her heel and swiftly shifted off them again as best she could with the three of them pressed together rather tightly in the space that had been built to fit one.

"It's fine," Martha muttered, shaking her head, she'd barely felt it, "Though, I'm suddenly glad you're not wearing your heels any longer," she commented, and Sophie nodded her agreement before Martha pinned the Doctor with a look, "Are we hiding?"

"No," the Doctor denied, "He knows we're here. But this is his masterpiece. I'm betting he won't destroy it, not even to get at us."

"He did seem mighty attached to it… obsessive almost," Sophie murmured, glancing about the inside of the chamber with wide anxious but curious eyes.

"But we're trapped!" Martha pointed out a note of fear in her voice.

"Well, yeah," the Doctor nodded as he glanced about the chamber with a pensive expression, "That's a slight problem."

Martha's eyes widened with fear and alarm, "You mean you don't have a plan?!" she thought he had a plan… didn't he always have a plan?!

"Martha, there's something else you should know about travelling with the Doctor," Sophie murmured drawing the medical students gaze, "He never has a plan."

"Oi!" the Doctor protested, his gaze going to Sophie, "I had a plan. I totally had a plan," Outside the mutated Lazarus let out a menacing growl as he circled the chamber, "The plan was to get inside here."

"Then what?" Martha questioned, eyes wide.

"Well… then I'd come up with another plan," the Doctor retorted.

"Hmm, sounds like you're making it up as you go along… again," Sophie mused a little teasingly, lips quirking upwards and the Doctor shot her a bit of a grin.

"Possibly," he agreed.

"Lucky you're so good at it then," Sophie murmured, smiling doing her best to remain calm in the tight space.

"Exactly," the Doctor nodded, returning her smile.

"In your own time, then," Martha huffed with sarcasm, swallowing heavily against her fear, not all that comforted by the idea of 'winging it' when there was only one escape route that Lazarus was no doubt waiting by… to pounce when they inevitably stepped back out the only door in and out of the chamber.

The Doctor started to shift, trying to get one of his hands into the pocket he stuffed his sonic screwdriver into after Martha had returned it to him murmuring apologises to Sophie and Martha as he did so, the cramped space making it difficult to manoeuvre without jostling the two women, "Here we are," he beamed a pleased grin as he managed to pull the slender device out of his pocket, showing it to them.

"What are you gonna do with that?" Martha asked with a dubious frown as she eyed the sonic screwdriver.

"Hopefully something clever," Sophie replied.

The Doctor nodded, "Of course," he stated, "I'm going to improvise something extremely clever… uh and sorry Sparks…" he muttered and Sophie blinked before she felt herself flush slightly as she watched him start to try and crouch to the floor, hard in the small space the three of them where cramped into and she instinctively attempted to back up to give him a little more room to manoeuvre, only to still as Martha protested as her toes were trod on again and Sophie elbow came dangerously close to getting her in the side.

"Hey!"

"Sorry, Martha, sorry," Sophie apologised stilling, biting her lower lip as the Doctor slowly attempted to crouch his body brushing against hers.

The Doctor managed to crouch down to the floor, his hair brushing gently against Sophie's bare leg as he peered down at the panel she was standing over, "Sparks, can you shift this foot?" he murmured touching the top of her barefoot, her soft skin feeling cool under his hand, probably from direct contact with the floor he mentally summarised as Sophie obligingly shifted her foot, her breath hitching in her throat as she felt his fingers caress over the top of her foot as he slid his hand from her skin, leaving it tingling.

Whilst the Doctor frowned, forcing himself to concentrate as he popped open the panel, peering down at the wires and the mainframes inside it, and not think of how soft Sophie's skin felt or how close they were as he shifted slightly, his arm brushing against her inner calf and Sophie felt her breath hitch quietly whilst the light flush on her cheeks darkened slightly.

"I still don't understand," Martha broke the silence that had fallen between the three, peering around Sophie's thin frame as best she could to see what the Doctor was doing, "Where that thing came from."

"Oh good, I thought it was just me that was confused about that," Sophie jumped on the distraction, desperately trying not to think about the fact that if he looked up the Doctor might get an eyeful of her panties… which wasn't something she'd been mentally prepared for or even considered happening tonight and even if she had… it wouldn't have been in a situation like this where they weren't alone and… danger lurking, waiting to suck them dry…

"Nope, not just you," Martha agreed, glancing at Sophie briefly before she turned her gaze to the Doctor who hadn't stopped working, "Is it alien?"

"No, for once it's strictly human in origin," the Doctor replied, distracted as he continued to work with the wires, sonic whirring quietly.

"Really?" Sophie blinked a little surprised.

"Yep," the Doctor nodded.

Martha frowned, "How can it be human?"

"Sophie can answer that one," the Doctor replied, sonic still whirring busily.

Sophie blinked at him, her brows arching with surprise and a little confusion, "I can?"

The Doctor nodded, "You remember a while back when we were first talking about the possible 'why' behind what you could do?"

Sophie nodded, remembering back, it felt like all so long ago. The Doctor had been a different man back then "You said it was possibly an evolutionary future for Humans. A genetic quirk they might gain."

Martha frowned, glancing between them, "But that's not right, she's a little bit Time Lord."

"Yes well," the Doctor muttered a little defensively, frowning down at the wires he was sonicing, "It was just a first hypotheses back pretty much when we first met," and Martha nodded with understanding, "The point being," he continued to explain, "It was probably dormant genes in Lazarus' DNA. The energy field in this thing must have reactivated them. And it looks like they're becoming dominant."

"So it's a throwback," Martha mused.

"Something evolution considered and then rejected," Sophie murmured still pondering on the discussion she'd had with the Doctor in the meditation room back when things had really just gotten started, back before she'd discovered a family with the Tyler's and long before she'd ever thought she'd fall in love.

"Exactly," the Doctor nodded, "Probably millions of years ago considering how far you lot have come, but the potential is still there. Locked away in your genes, forgotten about until Lazarus unlocked it by mistake."

"It's like Pandora's box," Martha murmured as the Doctor continued to whir his sonic at the wires and the mainframe.

"Oh, nice analogy," Sophie smiled as she glanced over her shoulder at Martha.

"Exactly," the Doctor nodded, working away, before he blinked and his lips curved up into a fond cheeky smile, "You've got cute toes, Sparks, by the way."

"Uh um…" Sophie floundered, stuttering slightly, her cheeks flooding with heat at the unexpected complement and then she frowned at him, "Stop trying to get me to blush!" she huffed, her arms crossing.

"Hardly the time!" Martha hissed anxiously, "Your supposed to be 'improvising something clever'," she reminded him with irritation.

"I am!" the Doctor insisted, sonic still whirring, "But this is the closest I've been to Spark's toes! They've got these little hairs and one…"

Sophie narrowed her eyes on him, fidgeting her toes as she felt the heat in her cheeks darken, "You're doing this on purpose," she complained.

"A bit," the Doctor agreed lightly, grinning, "Imagining how red your cheeks are as I work to save us all."

"Foxy git," Sophie bemoaned.

"Can you focus? Sophie, convince him to focus," Martha pleaded, glancing about the space anxiously, three of them still able to hear Lazarus as he prowled about the chamber with the occasional menacing snarl.

Sophie frowned slightly, "How am I supposed to convince him to do anything?" she questioned glancing over her shoulder at Martha, brow furrowed questioningly, trying to will the heat from her cheeks, "Have you met him?"

Martha gave her a pointed look that had Sophie blinking in obvious confusion, Martha took a breath lips parting to speak...

"Oi!" the Doctor protested, pouting slightly at Sophie's light jab unwittingly cutting Martha off, "I am focusing!" he insisted, frowning darkly down at the wires as his sonic continued to whir as he worked on the idea that had started to form when he'd first peered into the panel full of wires, he was just trying to fill the silence, distract them and tease his Sparks a little at the same time and judging by their reactions he was succeeding rather well on all counts, "Totally focusing," he continued, "I'm…"

"Doctor," Martha swallowed heavily, heart pounding, as she and Sophie looked around as the chamber seemed to hum to life and an awfully familiar blue light started to fill the chamber, "What's happening?"

"I get the feeling he hit the on button," Sophie muttered.

"That's exactly what he's done, Sparks," the Doctor replied, still working on the wires and processors.

"I was kinda hoping you'd tell me I was wrong," Sophie murmured, teeth sinking into her lower lip anxiously, the fine hairs on her arms starting to stand on end.

"Not this time," the Doctor muttered.

"And, that's not good, is it?" Martha exclaimed with rising alarm.

"Well," the Doctor frowned, trying to work faster, "I was hoping it was going to take him a bit longer to work that out."

"I don't want to hurry you," Martha began as the chamber started to spin about them, "But…"

"I know, I know," the Doctor exclaimed, still working his face set with determination, "Like I was about to say before I'm nearly done."

"Anything we can do to help?" Sophie asked pulling her wide gaze from the spinning chamber to look at the Doctor.

"Not with this," he muttered, frowning heavily as he focused entirely on the wires, on what he was trying to do now and not on the knowledge of all the possibilities of what could happen if he failed to achieve what he was attempting.

"What're you doin'?" Martha frowned, her voice rising in pitch with her growing fright as she peered around Sophie at the open panel and the wires he was still working on.

"Trying to set the capsule to reflect energy rather than receive it," the Doctor retorted with a bit of frustration at how long it was taking him.

"Will that kill it?!" Martha demanded to know, her fright rising to terror as the chamber started to spin about them faster.

"When he transforms, he's three time his size," the Doctor explained, "Cellular triplication. So he's spreading himself thin."

"Sounds bad," Sophie exclaimed fearfully, trying to keep her breathing calm and even as she glanced about the spinning chamber with alarm.

"Very," the Doctor nodded, "But hopefully good for us if I can just…" he trailed, sonic busily whirring as he aimed it at the next set of wires.

"We're gonna end up like him!" Martha exclaimed with rising panic.

"Doctor…?" Sophie questioned, terror starting to claw at her insides, she honestly didn't want to know what this kind of process would do to her, what mutations or 'genetic quirks' were waiting to be unlocked in her own DNA… what being Human with a tiny smidgen of Time Lord DNA would unlock...

"Just one more!" the Doctor exclaimed, hearts pounding, before he yanked one of the wires and about them the energy field that had been powering up about them, abruptly shifted, changing its polarity and surging outwards, violently knocking the mutated Lazarus away from the chamber.

The chamber slowed and then came to a dead stop and the Doctor opened the door and stepped out followed by the relieved Sophie and Martha.

"I thought we were gonna go through the blender then," Martha breathed, a fine tremble to her limbs.

Sophie nodded, "Cut it really close," she murmured lowly as the three stared at the now quiet chamber, "Like the skin of our teeth close," she breathed out a steadying breath, her heart still pounding from the close call.

"Really shouldn't take that long just to reverse the polarity," the Doctor commented, eyeing the chamber with a bit of a frown, "I must be a bit out of practice."

"So… a lot out of practice then," Sophie commented, glancing at him, attempting a small teasing smile as he glanced at her.

"Well…" the Doctor began vaguely, tugging at his ear as he glanced away from her to the chamber again, "It's been a bit," he admitted and glanced back at her an small answering smile curving up his lips. He reached out and took her hand, squeezing still seeing the fear lingering in her hazel flecked blue eyes.

Martha turned and her eyes widened and saddened as they landed on Lazarus as he lay face down, naked, human, once again, "Oh, God," she breathed and the Doctor and Sophie turned their own gazes landing on the fallen Lazarus, "He seems so… human again," Martha murmured, "It's kind of pitiful."

"And sad," Sophie murmured softly in agreement.

"Eliot saw that, too," the Doctor murmured and the two women looked from Lazarus' still body to the Time Lord as he started to quote, "This is the way the world ends. Not with a bang, but with a whimper."

 ***O*O*O***

The Doctor, Sophie and Martha watched solemnly from the steps as a couple of medical service men walked a gurney out of the building, the body atop it covered in a red blanket. The Doctor tugged at his bowtie, loosening it as they started down the steps themselves.

"She's here," the three heard, a moment before their gazes landed on Tish as she hurried towards them, "Oh," Tish cried as she pulled her sister into a tight hug as Francine and Leo quickly followed her over, "She's alright."

"Ah, Mrs Jones," the Doctor smiled at the furiously approaching woman, recalling that she'd wanted to speak to him earlier, "We still haven't finished out chat," and Sophie winced as Francine Jones slapped the Doctor hard across the face.

"Keep away from my daughter!" Francine exclaimed furiously, "The both of you," she shot the wide eyed Sophie a glowering look.

"Mum," a wide eyed Martha exclaimed with shock as she stared at her mum. Francine turning to her, "What are you doing?!"

"You alright?" Sophie murmured turning to the Doctor with concern as Francine turned her back on them, the older woman's entire focus on her daughter

"All their mothers," the Doctor complained to Sophie as he touched a hand gingerly to his stinging cheek, "Every time," he muttered a bit sourly not entirely sure what he'd done to deserve it this time… not even entirely sure that he had done anything to warrant it this time and then eyed Sophie who was staring up at him, his eyes meeting her still slightly wide blue ones, "Don't suppose you saw that one coming too?"

Sophie shook her head, the bells in her ears chiming softly, "Nope. Not this time. I'm as shocked as you," she murmured, "But uh," she tried, lips quirking up into a small smile, hoping to lift his mood as he frowned still displeased and irritated, "At least she didn't kiss you."

"Woulda preferred a kiss," the Doctor grumbled a bit petulantly.

Sophie shook her head, quiet certain in that moment that if Francine had for whatever reason planted a friendly kiss on him he would have wanted a slap instead. She eyed the way he was gingerly touching his cheek and the unhappy frown darkening his brow, and bit her lower lip, before she stepped in towards him, placing her hands on his arms for balance as she rose up on to the balls of her bare feet. The Doctor shifted his hand away at her gentle urging and she pressed a soft warm kiss to his reddened abused cheek, before lowering herself back down and slowly releasing him, trying to ignore the fact that they were in a very public place… Martha's family right there, "There is that better?"

The Doctor nodded and offered her a grin, "Much," and Sophie smiled back, "Although…" he tacked on a touch musingly, "I'd feel even better if you'd give me another…" he wheedled, gesturing to his cheek and his grin widened as his Sparks' cheeks flushed lightly barely visible but there for his eyes and her smile turned a little shy even as she rolled her eyes good naturedly, the petite brunette rather pleased at the same time...

"They're dangerous!" Francine hissed and Martha blinked, frowning at her mum, "I've been told things," she insisted.

Martha stared at her mum quizzically and a little defensively, glancing briefly at her siblings, "What are you talking about?"

"Look around you," Francine insisted as the ambulance started to pull away, placing her hands on Martha's shoulders, "Nothing but death and destruction."

Martha frowned, "This isn't their fault. They saved us," she insisted as her mum shook her head, "All of us!"

"And it was Tish who invited everyone to this thing in the first place," Leo chimed in teasingly, "I'd say technically, it's her fault," and he let out a mock groan as Tish elbowed him in the side in response.

There was a loud crash and the sound of the ambulances sirens cut out abruptly. The Doctor exchanged a look with Sophie, the pair glancing briefly at Martha to see her look at them in turn. The Time Lord glanced at Francine, cheek still stinging slightly despite the warmth that had flooded him when Sophie had given him that kiss. He grasped Sophie's hand and started swiftly off down the road, Sophie almost immediately starting to wince as she ran with him, swiftly starting to miss the protection her shoes would have given her. Her bare feet not at all appreciating the swift run over the asphalt…

"Leave them!" Francine insisted, grasping hold of Martha's arm as she moved to follow the pair, that she was now one hundred percent certain were no good for her daughter. Martha silently shook her head and pulled her arm firmly from her mum's grasp and ran after her friends.

"Martha?" Tish stepped away from her mum and Francine's eyes widened with growing alarm her gaze tearing from her older daughter to look at her younger.

"Not you, too?" she cried.

"Sorry," Tish muttered, before she took off, leaving her mum and Leo staring after her, too curious to not know what was going on after what she'd seen earlier that night and too concerned for her older sister to even contemplate staying behind… her older sister who'd always done her best to protect her. Tish swallowed and ran harder to catch up to them.

The four spotted the ambulance, it's back doors thrown wide open. They rushed over taking in the desiccated remains of the medical service men the only bodies in the ambulance, "Lazarus, back from the dead," the Doctor sighed, "Should've known, really."

Sophie gave a bit of a nod, glancing about the night, "Well, I can't hear screaming so, he mustn't have transformed again… yet."

The Doctor nodded his agreement as he pulled out his sonic and started scanning the night with it again, searching for traces of the mutated Lazarus as he had before.

"Where's he gone?" Martha asked anxiously as the Doctor slowly spun with his sonic, the blue tip flashing as it continued to scan.

The sonic's beeping intensified and the Doctor stilled, "That way," he stated with confidence and Sophie, Martha and Tish turned their gazes to the building he'd indicated, "The church."

"Cathedral," Tish corrected, "It's Southwark," she glanced at them, "He told me," she said in explanation.

The Doctor started towards it, sonic screwdriver still held out in front of him. Sophie grimaced slightly as she followed, her bare feet throbbing slightly and she stepped as carefully as she could manage. Martha and Tish falling into step as well as they too followed the Time Lord into the Cathedral.

"Do you think he's in here?" Martha murmured softly as they walked slowly, the Time Lord glancing about the dark Cathedral, alert for any signs of Lazarus… highly aware that the man could mutate again at any moment.

"Where would you go if you were looking for sanctuary?" the Doctor questioned in response.

"The Tardis," Sophie murmured softly, her own gaze flicking about the gloom, squinting into the gloom in a bid to see a bit better.

The Doctor blinked, lips quirking upwards, "Well, where would you go if you didn't know about the Tardis?"

"Library," Sophie replied simply.

The Doctor couldn't help the mildly amused sound that escaped him, "Ah," he murmured, that was so his Sparks.

Whilst Tish blinked eyeing the two she didn't really know, before glancing at her sister who merely shrugged at her.

The four continued carefully through the Cathedral, headed for the alter, walking around it to the empty space behind it where Lazarus crouched shivering, wrapped in the red blanket that had shrouded him on the gurney.

Lazarus shifted, glancing at them as the Doctor slipped his sonic back into his pocket, "I came here before," he murmured, head bowing slightly, "A lifetime ago. I thought I was going to die then," he continued as the Doctor carefully walked around, circling Lazarus so that he could stand before the shivering man, "In fact, I was sure of it. I sat here, just a child… the sound of planes and bombs outside."

"The Blitz," the Doctor stated.

Lazarus lifted his slightly bowed head, "You've read about it."

"We were there," the Doctor replied.

Martha blinked surprised and glanced at Sophie who gave a confirming nod and mouthed 'tell you later.' Martha smiled and nodded.

Whilst Lazarus who'd glanced over at those that had come with the man and let out a snort as he looked back to the Doctor, "You're both too young."

"So are you," the Doctor replied easily.

Lazarus laughed and then let out a groan as pain lanced through him his bones starting to crack once again… his cells mutating once more, "In the morning, the fires had died, and I was still alive. I swore I'd never face death like that again."

The Doctor paced slowly around Lazarus, glancing up whilst Sophie and Martha followed his gaze up to the bell tower.

"So defenceless," Lazarus continued, "I would arm myself," he explained, gasping as more pain wracked through him, "Fight back, defeat it."

"That's what you were trying to do today," the Doctor observed, eyeing Lazarus once again.

"That's what I did today," Lazarus corrected.

"What about the other people who died?" the Doctor questioned.

"They were nothing," Lazarus dismissed and Sophie crossed her arms over her chest, lips thinning unhappily as she eyed the man from where she and Martha were standing, Tish a little behind them as she peered cautiously over their shoulders, "I changed the course of history."

"Any of them might have done too," the Time Lord frowned coming to a stop before Lazarus again, "You think history's only made with equations? Facing death is part of being human," he shook his head, "You can't change that."

"No, Doctor," Lazarus refuted, "Avoiding death, that's being human. It's our strongest impulse, to cling to life with every fibre of being. I'm doing what everyone before me has tried to do. I've simply been more… successful," he groaned in agonised pain as his body tried to change again Sophie, Martha and Tish peering at him anxiously.

"Look at yourself!" the Doctor exclaimed scornfully, "Your mutating!" he shook his head as Lazarus started to convulse, "You've no control over it. You call that a success?"

"I call it progress," Lazarus groaned from between gritted teeth as pain continued to wrack through him, "I'm more now that I was. More than just an ordinary human," he let out another pained groan as he convulsed again.

"There's no such thing as an ordinary human," the Doctor refuted softly, before he stepped back towards Sophie and Martha.

"He's gonna change again any minute," Martha whispered.

"I know," the Doctor whispered, glancing at them, "If I can get him up into the bell tower somehow, I've an idea that might work."

"Up there?" Martha whispered dubiously.

The Doctor nodded and Sophie peered up towards the roof again, "Right," she whispered lowly, her brow furrowing slightly in thought, "Ok…"

"You're so sentimental, Doctor," Lazarus spoke again and the Doctor stepped towards him once again, "Maybe you are older than you look."

"I'm old enough to know that a longer life isn't always a better one," the Doctor sighed, "In the end, you just get tired. Tired of the struggle, tired of losing everyone that matters to you," he swallowed fighting the urge to glance at Sophie… reminding himself that he still had decades before the passage of time and old age snatched her from him, "Tired of watching everything turn to dust," he continued as he crouched down in front of the man, "If you live long enough, Lazarus, the only certainty left is that you'll end up alone."

Sophie continued to glance about, desperately trying to think, of something anything that'd get Lazarus up to the bell tower where the Doctor needed him. Martha glanced at her, seeing her furrowed brow. She leaned closer to the petite brunette, "Do you have an idea?" she whispered quietly.

"Not as such…" Sophie whispered back and Martha bit her lower lip anxiously… nothing really coming to her either.

"That's a price worth paying," Lazarus stated, speaking from between gritted teeth as the pain wracking his body grew.

"Is it?" the Doctor questioned rhetorically.

Lazarus twitched feeling the change starting to overcome him once again, "I will feed soon," he stated.

"I'm not gonna let that happen," the Doctor stated firmly.

Lazarus twitched again, lips quirking scornfully, "You've not been able to stop me so far."

"Hey!" Sophie exclaimed as she shifted, moving to stand behind Lazarus, her eyes narrowed on Lazarus, her heart pounding as he turned to look at her, "Leave him alone!"

The Doctor stared at her in alarm, his hears pounding with alarm, _'Sparks?!'_ he projected, _'What are you doing?!"_

' _Improvising…?'_ Sophie responded… honestly not having much of a clue.

"Oh and how do you plan on making me? Your all out of shoes to throw," Lazarus scoffed.

"Still sore over that?" Sophie retorted as Martha stepped up beside her. She glanced at her, "Got him right in the face," she informed her almost conversationally, palms starting to get a bit sweaty beneath her gloves with her nerves. She turned her gaze back to Lazarus, "Did a girl besting you with a shoe, not once but twice bruise your fragile ego?"

"Sparks, no!" the Doctor exclaimed, his hearts pounding in his chest with fear for her as Lazarus snarled and lunged towards where his Sparks and Martha were standing. The two turned and fled towards the stairs.

"Martha," Tish exclaimed as she ran after them, "What are you doing?" she huffed.

"I'm not leaving Sophie on her own," Martha replied and eyed her sister with an alarmed gaze, "What are you doing?"

"Keep you out of trouble!" Tish retorted as the Doctor stared after them helplessly as they disappeared from his sight. He hadn't meant… he'd said that he'd…

"To late to stop now," Sophie told Martha and Tish, feet throbbing at her angrily as she raced for the tower, ignoring the throb as best she could, not letting it slow her down, "He's after us and we're not gonna want him to catch us," she exclaimed, touched that Martha didn't want her running from Lazarus on her own and scared something would happen to her and her sister Tish whilst they were with her, "Doctor!" she shouted over her shoulder as they neared the stairs, trying not to think of the possibility of something happening to either or both of them and how she'd face the already anxious for her children Mrs Jones if something did, "The Tower!"

The Doctor swallowed heavily and started towards the middle of the large area of the Cathedral he was now stood in alone.

 ***O*O*O***

Lazarus let out a loud agonised scream and Martha and Tish paused, eyes wide, "Did you hear that?" Tish breathed.

"He's changed again," Martha muttered with alarm.

Higher up on the staircase Sophie blinked at finding herself along and spun and started back down the stairs towards where Martha and Tish were stood, "Come on!" she urged, "Can't stop… we really don't want him catch up. Rather not find out what desiccation feels like," she huffed at them as she grabbed their hands and pulled them easily back into motion as the two started running again, neither fancying finding that out for themselves either.

"We've got to lead him up," Martha told Tish as the three continued to hurry up the stairs.

"Right up to the top," Sophie nodded, grimacing at the pain on her feet and all the stairs they'd have to climb at a run, reminded of the time she'd had to flee down… she'd had Jackie with her then… she turned her mind away from the thought. Not wanting to think about that day.

 ***O*O*O***

"Where are they?" the Doctor muttered, glancing about, looking for any sign of them, "Sparks?! Sparks?!"

"We're here!" Sophie called a second before she peered down at him from a passageway in the clerestory, Martha appearing beside her in the next instant and the Doctor smiled a bit in relief at seeing the two still alright.

"Doctor!" the medical student called.

"Take him to the top," the Doctor shouted to them, "The very top of the bell tower, do you hear me?!"

"Already on it!" Sophie called and glanced behind them back the way they'd come as she heard a menacing snarl from Lazarus, "Gotta run!"

"Martha...! Sophie!" Tish called anxiously as the snarl got closer.

"Yeah," Sophie nodded, "Running…" she moved to turn away from the railing they'd been peering over.

"But, then what?" Martha questioned glancing from Sophie to the Doctor wondering if the two had had one of their silent conversations and she hadn't noticed.

"Come on!" Tish urged grabbing her sister and the three took off up the stairs again.

"But, then what?!" Martha asked with alarm once again.

"Uh, no clue…" Sophie replied.

"None!" Martha exclaimed with alarm.

"No. But the Doctor's got an idea… probably a crazy one… but they always work," Sophie attempted to assure.

Martha groaned, " _Brilliant_!" she stressed the word with sarcasm.

"Are those two always like this?" Tish huffed to her sister.

"Sort of… yeah," Martha muttered, the two running up the stairs, behind Sophie who was moving a bit quicker unhampered by heels.

 ***O*O*O***

The Doctor swiftly moved for the organ loft a hand delving into his pocket for his sonic screwdriver once again as he sat down at the instrument, "Hypersonic sound waves," he muttered, mentally reaching for Sophie feeling her above him steadily getting higher and higher as he fiddled quickly adjusting the settings, before he jammed it into the power socket, "Inspired," he exclaimed as he started pulling out all the stops.

 ***O*O*O***

"There's nowhere to go!" Tish exclaimed with alarm as the three of them made it to the top of the bell tower, glancing around at the circular walkway with wooden railings, "We're trapped!"

"This is where he said to bring him," Martha replied voice pitched upwards a bit with fright even as she set her jaw with determination.

"Alright, so then we're not trapped," Tish snapped with fear as she shot her sister a somewhat annoyed look, "We're bait!"

"The Doctor's got an idea," Sophie attempted to assure.

"A crazy idea!" Tish huffed.

"I did mention the bit where they always work, right?" Sophie questioned, fingers twisting together as glanced towards the door they'd come through hearing another snarl from the swiftly approaching Lazarus.

"So comforting," Tish grumbled and Sophie winced slightly… to her that was comforting in a big way… but then she knew the Doctor… Tish didn't.

"He knows what he's doing," Martha tried to assure her sister, "We have to trust him," Tish eyed the two dubiously, before the sister's gazes joined Sophie on the doorway as the giant mutated Lazarus crawled through the doorway joining them.

"Ladies," he hissed as he blocked the doorway. Sophie swallowed heavily, bracing herself as she concentrated on projecting to the Doctor.

Martha swallowed, "Stay behind me," she urged her sister, "If he takes me, make a run for it. Head down the stairs. You should have enough time.

"But…" Tish tried to protest.

"Just do it, Tish!" Martha cut in urgently.

"None of us are gonna die," Sophie asserted quietly and the two turned their heads to look at her, Tish with a confused frown whilst Martha stared hopefully.

"Does he…?" Martha questioned.

Sophie gave a little nod, glancing at Martha briefly, "I've told him," and Martha let out a relieved breath. The three's full attention was returned to Lazarus as he moved, shifting to climb across the railing to get at them instead of going around the wooden frame. He lashed out towards the three women with his tail…

 ***O*O*O***

The Doctor looked up with alarm at the sound of the screams coming from above him, "I hope it's good acoustic in here," he muttered, before he pressed down on both pedals with his feet and started moving his fingers over the organs keys.

 ***O*O*O***

Martha let out another scream as Lazarus swung with his tail again, this time knocking away a portion of the wall. She screamed again as he lashed out with tail again darting over to where Tish was stationed, glancing about and her eyes widened, "Wait! Where's Sophie?!" she exclaimed.

Tish shook her head, "I dunno, she was right over there a second ag…" Tish trailed, "Oh…" she breathed with horror realising that she was pointing to the section near where the wall had been knocked away.

"Oh my God!" Martha cried as she spotted Sophie's gloved fingers clinging to the edge and she darted forward without thinking.

"Martha!" Tish cried following alarmed for her sister.

"Sophie!" Martha shouted as she knelt down in front of where she was clinging to the edge of the railing.

"I'm alright!" Sophie shouted, her heart pounding in her chest, her fingers digging as best they could into the cement clutching for purchase, "Martha, get out…!"

"Don't be stupid!" Martha cut in before she could finish, jaw setting with determination, "I'm not leaving you!" she shouted back frowning heavily at Sophie who was staring up at her with wide eyes and reached down for her.

"Hold on!" Tish urged glancing at Lazarus and eyes widened with terror for not just herself but her sister and Sophie too as he leapt across to stand menacingly over Martha and Sophie, "Get away from them!"

 ***O*O*O***

The Doctor glanced up again feeling Sophie's terror as he made sure to keep his consciousness brushing against hers, getting a gist of what was going on above him, his hearts clenching as he played more frantically, needing for it to start working. When it didn't, he yanked the sonic out of the socket and swiftly started fiddling with it again, "We need to turn this up to eleven," he muttered, fingers fumbling a bit with his desperation, before he shoved it back in and immediately resumed playing.

The organs notes reverberating loudly up through the Cathedral and to the very top of the bell tower.

 ***O*O*O***

Tish clamped her hands over her ears, Martha doing much the same, whilst Sophie for the first time since she'd toppled over the side let out a pained scream resisting the urge to let go and clamp her own hands over her ears so that she could continue to cling to the edge. Her fingers starting to slip and she let out another cry, trying to keep her precarious purchase on the edge.

Lazarus started to writhe agonised sounds escaping him, before he lost balanced and toppled from the tower, crashing heavily down to the Cathedral floor below.

A hand grabbed onto one of Sophie's gloved ones, closing firmly about her wrist, "I've gotcha," Martha muttered.

"We'll get you up," Tish promised as she grabbed her sister's friends other wrist, "Just hold on a tick."

"Not going anywhere," Sophie promised, a little breathlessly, relief filling her as she felt herself being steadily pulled up to safety…

The Doctor heard the crash and stopped playing, getting up and walking towards the sound, his consciousness still brushing against Sophie's as he approached the once again human Lazarus as he lay dead on the flagstones amid a shower of broken wood.

"Sparks?! Martha?!" he shouted, staring up towards the bell tower, wanting, needing a little more confirmation.

"I'm ok!" Sophie shouted back.

"Me too!" Martha shouted, "We all are!" she added.

Sophie took a steadying breath, "Thanks," she murmured, "Both of you, really," she stated sincerely as she stared at the sisters.

"Anytime," Martha murmured lightly smiling, one that Sophie returned.

"It's your Doctor you should be thanking," Tish murmured in response, limbs trembling with relief and lingering adrenaline.

"Told you his crazy ideas always work," Sophie replied lightly.

"He cut it a bit fine there, didn't he?" Tish muttered.

"He always does," Martha shrugged and Sophie couldn't help the laugh that escaped her as she nodded in agreement, bells chiming, "It's more fun that way."

"Mm," Sophie hummed softly in agreement.

"Who is he?" Tish asked peering at the two of them.

"He's… he's the Doctor," Martha finished firmly.

"Sums him up nicely," Sophie nodded and it was Martha's turn to laugh, whilst Tish continued to stare at them with bemusement.

 ***O*O*O***

The Doctor bent down and gently closed Lazarus' eyes a moment before his body changed again, turning back into that of the old man he'd been before stepping into the chamber. He straightened and turned and ran towards the stairs to the bell tower, feeling Sophie getting closer. Reaching the bottom just as the three were about to step off the stairs.

He swept Sophie into a relieved tight hug, "Hey!"

"Hi!" Sophie replied as she returned the hug just as tightly, before shifting as she felt him move to slowly set her down on her throbbing feet.

"I didn't know you could play," Martha teased lightly as he shifted to give her a friendly relieved hug, one that she gladly returned.

"Oh, well, you know," the Doctor replied, tugging at his ear a bit as he pulled back from the hug, "If you hang around with Beethoven, you're bound to pick a few things up."

"Hmm, especially about playing loud," Martha teased.

The Doctor blinked and then leaned towards her, "Sorry?" he questioned like he didn't hear her and Martha and Sophie laughed whilst Tish just shook her head at them a little.

 ***O*O*O***

The three stood in Martha's living room, the Doctor unlocking the Tardis, before he turned back to Martha with a smile, "Something else that just kind of escalated, then."

"I can see a pattern developing," Martha nodded, smiling slightly, before she pinned the two standing before with a look, "You two should take more care in the future. And the past, and whatever other time period you find yourselves in," she let out a soft laugh, but it didn't last sadness eating at her at being left behind by the two of them again.

"It's good fun, though, isn't it?" the Doctor grinned.

"The best," Sophie nodded, "But apparently, I'm biased," she mused and the Doctor grinned at her, draping an arm over her shoulders tucking her into a one armed hug.

"You are," Martha nodded with a small teasing smile that was tinged with sadness, "But it is really good fun."

"So, what do you say," the Doctor turned his grin on Martha, "One more trip?" he offered, jerking his head at the Tardis.

Sophie's somewhat tired and sad expression brightened dramatically at that, "Really?" she questioned.

The Doctor nodded, "Yeah, if she wants too…?" he trailed and looked at Martha expectantly.

"No," Martha shook her head and the pairs expressions fell with disappointment, "Sorry," she murmured, already regretting saying no, but she couldn't keep on like this… not even for all the wonders of the universe it hurt too much.

"What do you mean?" the Doctor questioned frowning slightly, "I thought you liked it."

"I do," Martha insisted, "But I can't go on like this. One more trip," she elaborated at the confused expression he gave her whilst Sophie's disappointed expression shifted to one of sad understanding, "It's not fair."

"What're you talking about?" the Doctor asked, his brow still furrowed in mild confusion as he eyed Martha, wondering what she wanted from him.

Martha sighed, "I don't want to be just a passenger anymore. Someone you take along for a treat. If that's how you still see me," she wanted to be a friend to the pair of them not… she shook her head and let out another pained sigh, "I'd rather stay here."

"Doctor?" Sophie murmured softly, glancing at him rather hopefully.

He glanced at her in return and smiled before looking back at Martha, "Ok then," he agreed and Sophie beamed a grin, "If that's what you want."

"Right," Martha muttered avoiding looking at them, in her disappointment, figures that someone he was taking along for a treat was all he saw her as, "But we've already said goodbye once today. It's probably best if you just go…" she murmured as she turned away, breath catching in her throat as she waited to hear the sound of the Tardis' wheeze as she dematerialised, only to blink when it didn't happen, she looked back over her shoulder to see the two still standing there looking at her, the both with confusion once again, "What is it?"

"What?" the Doctor questioned, "I said ok. Right, Sparks? I said ok?"

Sophie nodded, bells chiming, "Yep. You did," she agreed and beamed another grin at Martha who blinked her breath catching in her throat for a whole new reason as her eyes widened hardly daring to believe.

"Sorry?" she breathed.

"Ok," the Doctor repeated and jerked his head towards the Tardis in obvious invitation and Martha beamed a grin.

"Oh, thank you, thank you!" she exclaimed throwing her arms around the two in a tight ecstatic hug only to pull back as she felt Sophie stiffen and gasp her blue eyes widening, "Oh, God.. Sophie! Sorry!"

Sophie blinked clearing her vision, confused and a little disorientated at the image of seeing Martha or someone who looked a lot like her dressed as some kind of servant in early nineteenth century garb, "It's ok," Sophie smiled blinking…

"What did…"

"No," the Doctor cut in quickly, "Second rule of traveling with me, comes pretty close to not wandering off actually. You can't ask Sparks what she sees," he stated seriously, not bothering to ask how Martha had found out. The two women had been getting close.

Martha nodded, swallowing the question and her curiosity down, "Right…" she eyed Sophie again, "Really, sorry, though," she apologised again.

"It's fine," Sophie assured, "Normally hugs aren't really a problem," she tugged at the material of her dress, "Stupid dress, can't wait to get into something more comfortable," she muttered already pondering what she could use to soak her feet once she was. Silently vowing to never throw her shoes at a mutated killer creature again.

"Well," the Doctor cleared his throat, stifling a low snigger and pushed open the unlocked Tardis door, "Shall we?" he asked and the three shared a grin and he let Martha and Sophie enter ahead of him. He eyed Sophie's back with concern for what she'd seen ,but she didn't seem upset by it, just a bit confused… so hopefully it'd be something wondrous and brilliant to find out.

He stepped in after them and closed the door heading directly for the console, Sophie and Martha talking to each other with smiles.

The Tardis started to wheeze, dematerialising from Martha's living room as her home phone rang, "Hi," the answering machine picked it up, "I'm out. Leave a message."

"Martha, it's your mother," Francine stated unnecessarily, "Please phone me back," she pleaded, "I'm begging you. I know who this Doctor really is. I know he's dangerous and Sophie she doesn't seem much better. You're going to get yourself killed. Please, trust me," Francine pleaded desperately, "This information comes from Harold Saxon himself," she explained further hoping to encourage her daughter to call her back for once, "You're not safe!"


	7. Chapter 7 42

**Disclaimer:** I don't own Doctor Who. I only own Sophie my o/c.

 **A/N:** Alright, first off: Thank you to everyone who followed/favourited and reviewed the previous chapter. And of course, another to **Maethoriel Artemis** for pre-reading and offering feedback as always.

And secondly, I'm sorry for how long it's taken to get this chapter out. People reading my other fics know that I've had trouble with writer's block and RL issues getting in the way of writing. But I've finally gotten this chapter out for you all.

 **CHAPTER 7**

 **42**

Sophie sat in her bed, leaning against the wood of her headboard, her eyes closed and her brow furrowed in concentration. Her bare hands resting over the warm covers that were pooled around her lap.

Her inner ears twitched with the memory of the beating drums that had once again haunted her dreams and had woken her, threatening to pull her attention away from her self-imposed task of checking over her mental shields as she couldn't help but wonder about them. Their meaning and what they meant for her. Gwyneth's confused murmuring about drums from all so long ago trying to pull her attention – words she couldn't even remember for verbatim, which only made her mind want to focus on it all the more. To try and remember exactly what the young woman had said – something about the time of drums being the key…?

Key to what, though?

Sophie sighed, an eyebrow twitching minutely in irritation at herself as she realised, she'd been distracted despite her best efforts to focus on her shields. She was tired of thinking about drums and what in the hell they were about. It was all she seemed to think about during her mornings these days. Her ears all but ringing with the fading sound of them. She sucked in a slow breath, held it for a brief moment before letting it out slowly as she attempted to refocus, turning her attention inwards as she once again started to carefully examine her shields. Mentally probing at them as she searched for any signs of wear.

She paused in her mental examination as she found a spot that seemed worse for wear, making a note of it before continuing on. Determined to check the rest now and make sure she found every section that needed mending and reinforcing. Her puzzling thoughts of beating drums slowly fading as she worked. The petite brunette painstakingly probing every inch, determined not to miss any possible deterioration.

 ***O*O*O***

In the Tardis console room, the Doctor stood facing Sophie, his fingers pressed gently to her temples. His eyes closed and a look of concentration on his face as he sought out and repaired the deterioration to her shields. Sophie's eyes were also closed as she followed his mental path, her brow minutely furrowed as she did her best not to 'scratch' at the mental itch his repairs to her shields were causing.

The sound of feet coming down the stairs a few moments later had the two shifting. The Doctor's fingers slipping from Sophie's temples as they turned to look in the direction of the stairs to see Martha paused at the bottom, staring at them.

"Uh, sorry," Martha blinked eyeing the two, that had rapidly turned to look at her entrance. Almost like they'd been a little startled, "I didn't mean to interrupt."

"You didn't," Sophie assured with a smile.

"Nope," the Doctor agreed, "We'd just finished," he glanced at Sophie, eyeing her a little questioningly as he quirked his brows at her, "Unless there was anymore?"

Sophie was silent a brief moment mentally probing just to double check that she hadn't missed any before she shook her head, "Nope," she stated with confidence, "All fixed up," and the Doctor beamed a proud grin at her as he nodded his agreement. Sophie shot him a wide grateful smile in return, "Thanks."

Martha stared at them, her brows quirked in bemusement and mild amusement, as the Doctor turned for the console, moving his hands over the controls. She lifted a hand, her mind turning from her confusion as she steadied herself against one of the 'y' beams as the Tardis jerked into motion as she started flying through the vortex.

"Oh!" the Doctor exclaimed, his gaze darting up from the console to look at Martha, "Speaking of 'fixed up'. Take over for me, Sparks," he called over his shoulder to her, releasing the console as he spoke.

Sophie let out a small startled yelped, the bells in her ears chiming as she all but lunged the couple of steps to the console. The petite brunette hurrying to figure out what she had to do. She flicked a switch and yanked down on one of the levers as the Tardis started to spin faster through the vortex. Her eyes moving rapidly over the console, hands darting over it before she calmed. Her alarm at being handed the controls so suddenly disappearing as she realised that the Doctor hadn't set a destination. They were just aimlessly flying; for the moment.

The Doctor smirked in amusement as he rounded the console towards Martha. He came to a stop in front of her and held out a hand, "Phone," he demanded and made an impatient 'give me' gesture as she blinked at him.

Martha reached into her pocket and pulled out her phone, her teeth nibbling gently on her lower lip as excitement bubbled inside her as a thought occurred to her as she glanced over at Sophie as she shifted around the console, hands still moving over the controls. She turned her gaze back to the Doctor as she handed it over and watched as he started pulling it apart and then blinked as he pulled the sonic screwdriver from his pocket and clamped it between his teeth before delving his hand into another pocket and coming back out with a phone battery, slotting it into her phone before tossing her the old one, "What are you doing to it?"

"Patching in an upgrade," the Doctor replied as he pulled his sonic screwdriver from between his teeth, shifting away from her as he fiddled with his sonic, changing the settings before aiming it at her phone and flicking the switch, the blue tip flashing as it whirred to life. He moved back around the console, sonic still busily whirring, coming to a stop beside Sophie as the petite brunette stretched towards the centre of the console to hit a large blue button. She stepped around him to flick a switch and he shot her a quick fond grin, before he returned his gaze back to the phone in his hand, pocketing his sonic and clicking the back of Martha's phone back into place, "Right, there we go!" he stated turning to Martha to see her shifting excitedly from foot to foot, her eyes alight with it as she started at him, "Universal roaming. Never have to worry about a signal again," he grinned as he tossed the phone back to her.

Martha caught it between her hands, "No way!" she exclaimed as she stared down at her phone that was displaying 'Universal Roaming Activated' on it's screen, "This is too mad!"

Sophie paused in her piloting to blink at Martha, "Why?" she asked her brows quirking at her in question, "You've seen my phone do it."

"Yeah, but… that was your phone from the year 560 000," Martha exclaimed staring at Sophie with wide eyes.

"200 000," the Doctor corrected as Sophie turned back to the console. The Doctor's hands joining hers on the console as he started piloting again.

"Whatever," Martha retorted, "Point is, that's your mobile, that's all holographic keyboards and such and this is just an average phone from 2007! And you're telling me I can phone anyone, anywhere in space and time on my mobile?!"

"As long as you know the area code," the Doctor nodded, "Frequent flier's privilege," he smiled at Martha's rather stunned expression as she stared at her phone like she wasn't entirely sure she believed it capable of being able to do such a thing, "Go on," he urged and Martha turned her gaze to him, "Try it."

Martha returned his smile with a beaming grin before she turned from the console and started to dial. Her lower lip caught between her teeth in anticipation only for the Tardis to suddenly jolt, throwing the three off their feet.

"What was that?!" Sophie exclaimed as she clambered back up to her feet, the Tardis shuddering under their feet.

"Distress signal!" the Doctor called over the noise of the Tardis, the monitor flashing red, "Locking on!" he stated as he activated a switch with his foot, "Might be a bit of…" he started only for the Tardis to violent jolt again, knocking the three off their feet once more. The Tardis stilled and the Doctor sat up, "…turbulence," he finished, "Sorry!" he grinned and jumped to his feet, helping Sophie up, before shifting his grip on her hand, clasping it in his before he turned and darted towards the doors, "Come on!" he urged as Martha was still attempting to find her feet after colliding solidly with the ground for a second time. The medical student shooting an annoyed look at the Time Lord's back, "Let's take a look!"

Martha jumped to her feet and ran after them, catching them up at the doors. The Doctor opened one of the doors and leaned out into a room thick with steam and glowing red as a computerised voice announced.

"Distress signal transmitted."

"Whoa!" the Doctor exclaimed as he stepped out into the room, squinting through the steam, "Now that is hot!"

"No kidding!" Sophie exclaimed as she followed him out of the Tardis. She grimaced, already feeling sweat beginning to slick her skin uncomfortably and they hadn't even been here a minute.

"Automated distress signal transmitted."

"Whuff!" Martha huffed as she stepped out of the Tardis, "It's like a sauna in here!" she shrugged out her jacket without a second thought.

Sophie eyed her a bit enviously for a brief moment before fingering her own jacket, contemplating risking it for the relief just taking off her jacket would no doubt bring.

The Doctor leaned in closer as he peered at pieces of equipment in the sweltering room they'd stepped into, "Venting systems. Working at full pelt, trying to cool down…" he trailed in his explanation as he straightened up and peered around the room again taking in the steam and the glowing red walls, "Uh, where-ever it is we are," his gaze was drawn to Sophie as she shifted uncomfortably, adjusting her leather jacket, "Well!" he exclaimed and turned, his eyes scanning the room, "If you can't stand the heat…" he trailed as his gaze landed on a heavy-duty door and started for it, Sophie and Martha following him. He got the door open and stepped through, his eyes immediately landing on a sign above the door opposite them reading 'Area 30', "Well, that's better…" he observed as Sophie slipped out the open door after him.

"Much," she nodded, bells chiming softly as she tried to fan herself a bit with the lapels of her jacket – still feeling uncomfortably hot despite the massive difference in temperature outside of that room.

Their attention where drawn to the other end of the area they were in as two men and a woman came running towards them.

"Oi!" the young man shouted, "You three!"

"Get out of there!" the woman ordered.

"Seal that door!" the young man pointed at the door they'd just stepped out of, "Now!" he exclaimed and Sophie blinked at them as they darted past her and the stunned and confused Doctor just as Martha was stepping out of the room.

The two men quickly sealed the door shut and the woman turned to the trio, eyeing them with suspicion, "Who are you?" she demanded, "What are you doing on my ship?"

"Are you police?" the young man questioned.

"Do we look like police?" Sophie asked glancing down at herself taking in the swirly patterned violet shirt she had on under her jacket, before glancing over at the Doctor in his blue pinstripe suit and Martha in her red singlet shirt.

"Well," the young man muttered as Sophie's gaze returned to him, her brows quirked, "You never know," he shrugged as he swept his gaze over the three strangers that had gotten on board, "Could be undercover for all we know."

The Doctor arched his brows at him, "Why would we be police?"

"We got your distress signal," Martha explained.

"If this is a ship," the Doctor began glancing around, his ears straining as he listened intently, "Why can't I hear any engines?"

"It went dead four minutes ago," the other man replied seriously.

"So maybe we should stop chatting and get to engineering," the other man stated before turning to the woman with them, "Captain."

"Secure closure active."

The captain whipped around with alarm, "What?!" she exclaimed as a loud clang came from behind her.

"The ship's gone mad," the other man muttered.

"So, I take it that wasn't supposed to happen, then?" Sophie muttered, tugging at the ends of her hair as she glanced about the area, taking in the shutting doors. Her gaze landing on another woman as she came running down the corridor towards them, racing past doors as the heavy bulkhead doors slammed shut, threatening to trap her.

"Who activated secure closure?" the woman demanded, panting slightly, "I nearly got locked into area 27," the closest door slammed shut, locking them inside. She paused, her brow quirking with puzzlement as her gaze landed on three people she didn't recognise, "Who are you?"

The Doctor went to answer only for Martha to cut in before he could, "He's the Doctor," she muttered with distraction as her gaze caught out the porthole, "She's Sophie, and I'm Martha. Hello."

"Hi," Sophie nodded, bells chiming softly as Martha started forward almost trance like as she started for the porthole, eyes locked on the golden glow she could see out of it.

"Impact projection 42 minutes 27 seconds," the computer announced.

Sophie frowned with concern, "Impact?" she muttered, glancing at the Doctor who was frowning rather troubled himself.

"We'll get out of this. I promise," the captain assured her people.

"Doctor… Sophie…" Martha called shakily as she stared out the porthole, her eyes locked and unblinking as she stared at what was emitting the golden light.

Sophie blinked at that and glanced towards Martha, before starting over to the porthole herself, her breath hitching and her eyes widening as her gaze landed on what had so entranced Martha, "Oh my God," she murmured with horror, "The ship's heading directly for it…"

"42 minutes 'til what?" the Doctor asked the captain, drawing the woman's attention to him.

"Doctor!" Martha tried again as she pressed closer to the glass of the porthole. Her voice rising in pitch.

"Foxy Git!" Sophie shouted over her shoulder, her own voice pitched high with alarm and the Doctor's gaze tore from the captain and darted over to them, before he was crossing the distance at a run at the familiar endearment spoken with such alarm.

"Look!" Martha cried as the Doctor came up behind them, easily peering out the porthole over their shoulders. His gaze immediately locking onto the brightly burning sun that they were currently traveling far too close to – and steadily getting closer.

"42 minutes until we crash into the sun," the captain stated from behind them, her eyes on the three that were staring out the porthole.

The Doctor whirled from the porthole and dashed back over to the captain, grabbing her urgently by the arms, his eyes wide as he met her eyes, "How many crew members on board?" he demanded with a panicked urgency.

"Eight," the captain stated, "Including us."

"We transport cargo across the galaxy," the other man exclaimed, his hands coming to rest on his hips, "Everything's automated. We just keep the ship space worthy…" he trailed as the Doctor spun around once again and ran back across the area towards the door he'd come out of.

"Call the others," he yelled over his shoulder, "I'll get you out!" he assured as he reached the door, his hands grasping the handle and starting to turn.

"What's he doing?!" the younger man exclaimed with alarm.

"No!" the captain shouted as she and her crew rushed to try and stop him, "Don't!" she finished only for it to be to late as the Doctor got the door open and was immediately knocked back and off his feet by a blast of hot air.

"Doctor!" Sophie exclaimed as she rushed over to him, Martha a step behind her, "Are you alright?" she asked as she knelt down beside him.

The Doctor nodded, mouth slightly agape as he stared at the doorway into the area his ship was parked as the young woman with short hair donned a breathing apparatus as she rushed over to the door, the heat from the room washing over her as she took in the inside of the room for a moment before she slammed it shut again, sealing it.

"But my ships in there!" the Doctor exclaimed as Sophie hooked an arm through on of his, Martha doing the same on his other side as they attempted to help him to his feet.

The younger man blinked and shot him a quizzical look, "In the vent chamber?" he asked as the young woman pulled off her breathing apparatus and started checking the gauges.

"It's out lifeboat!" the Doctor exclaimed, his hearts pounding in his chest as he stared at the sealed door.

"At least she's still there," Sophie murmured in an attempt to reassure the Time Lord, feeling his hand resting on her lower back, his fingers curved around her hip, "Not lost in a pit…" she trailed as one of the crew stated flatly.

"It's lava."

Sophie winced at that, teeth worrying her lower lip. A hand coming up to tug at the ends of her hair as she felt the Doctor's fingers tighten about her hip minutely.

The Doctor brushed his consciousness against hers, picking up her worried thoughts, _'She's fine,'_ he assured, _'Tough old girl my Tardis.'_

Sophie felt a small measure of the tension she was feeling leave her at that and brushed back in relief. Glad that the ship was safe even as her gaze went anxiously to the window where the golden glow of the sun was shining ominously…

"Temperature's going mad in there," the young woman reported as she turned from the gauges, drawing Sophie's gaze from the window to her, "Up three thousand degrees in 10 seconds, and still rising."

"Channelling the air," the young man stated, "The closer we get to the sun, the hotter that room's gonna get."

"We're stuck here," Martha observed with contempt colouring her tone. Her thoughts going to her mum, sister, brother and father – her life back on earth in the 21st century.

Sophie tugged at the ends of her hair again and let out a slow steadying breathe, centring herself as anxiety and fear clashed and coiled inside her, "40 minutes is better than 8," she muttered in an attempt to reassure herself and Martha… they had a whole 40 minutes to work out how to avoid crashing into the sun and saving everyone on board, before she expelled a breath as she felt a heavy bead of sweat roll down her neck. She delved a hand into the depths of one of her bigger on the inside jacket pockets, digging for a hair tie… the heat of the place making her jacket and gloves feel almost unbearable already and her hair around her shoulders, sticking to her face and back of her neck was not helping.

The Doctor nodded and shot her a quick fond smile, "So?" he started speaking rapidly, "We fix the engines, we steer the ship away from the sun! Simple!" he turned on his heel to face a corridor, "Engineering down here, is it?!" he asked already starting to move down it at a swift pace. Sophie and Martha following him as the captain shouted an affirmative after him. She and her crew members swiftly moving to chase after the three as the computer announced.

"Impact in 40.26."

Sophie ran down the corridor, following closely behind the Doctor, trying to focus on the issue at hand and not on the growing heat trapped beneath her jacket and gloves as she used the hair tie she'd fished out of her pocket to tie her hair back into a messy ponytail, "Ooph!" she gasped as she suddenly practically ran into the Doctor's back as he came to an abrupt halt at the bottom of a set of stairs, "Wha…?"

"Blimey!" the Doctor exclaimed as he stared at the engine room with bemusement as Sophie peered around him with quirked brows.

"Oh!" she murmured; brows raised in surprise.

"Do you always leave things in such a mess?" the Doctor asked the captain as she came up beside him.

"Oh, my God!" she exclaimed.

"I'd take that as a 'no'," Sophie murmured and the Doctor nodded as the rest of the crew and Martha shifted around them at the bottom of the stairs to get a look at the room.

"What the happened?!" one of the men exclaimed.

"Cowboys?" Sophie suggested as they started through the engine room and over to the messed-up engine.

The Doctor pulled a bit of a face as he glanced at her, "Hopefully not," and Sophie nodded with a bit of a grimace.

"No, hopefully no cowboys," she agreed as they came up to the engine, starting around it, "But someone's sure had a good go at it."

"Oh," the young man grimaced as he stared at the pulled wires, discarded springs and casings, steam billowing off them, "It's wrecked."

"Pretty efficiently too," the Doctor nodded as he pulled his glasses out of his inner jacket pocket and slid them on, peering at the wreckage, "Someone knew what they were doing," he mused before he wandered over to a computer terminal attached to the wreckage.

The captain frowned as she looked around the space, "Where's Korwin?" she questioned, "Has anyone heard from him or Ashton?"

"No," one of the men replied.

"You mean," Martha swallowed, "Someone did this on purpose?"

"Seems so…" Sophie murmured.

"I was afraid you'd say that," Martha sighed as the captain turned on her heel and ran over to the intercom.

"Korwin?" she called into it, "Ashton? Where are you?" she paused only for silence to come through the line in response, "Korwin, can you answer?!" she tried again only to get more silence through the comm. She left the intercom, "Where the hell is he?" she stressed with growing concern, "He should be up here!"

The Doctor scanned the terminal. His spectacles still on his nose. Whilst behind him the crew rushed about trying to find Korwin and trying to repair some of the damage done, whilst Sophie and Martha stared the two of them feeling a bit helpless to help, "Oh!" the Doctor exclaimed happily, drawing Sophie's gaze to him. The petite brunette wandered over to him curious, "We're in the Torajji system! Lovely!" he grinned as Sophie peered at the screen of the terminal, "You're a long way from home you two," he said turning to look at Martha as he continued, "Half a universe away."

"Yeah," Martha muttered with dry sarcasm and a faint quirking of her lips, "Feels like it."

"Take us to see something lovely in this system after this?" Sophie asked softly as the Doctor turned his gaze back to her.

The Doctor nodded and smiled, "How's a constellation sound?"

"Perfect," Sophie smiled back, slipping her hand briefly into his and squeezing.

The Doctor shot her another grin as he squeezed back before letting her slip her hand from his again as he started away from the terminal, walking over to the captain, "And you're still using energy scoops for fusion? Hasn't that been outlawed yet?"

The crew exchanged guilty looks.

"We're due to upgrade next docking," the captain stated dismissively, before she turned and walked away from the Doctor, "Scannell," she called to one of the male members of her crew, "Engine report."

Scannell nodded and walked over to the terminal that was attached to the wrecked engine. He worked the terminal, frowning as he worked the terminal. Everyone crowding in behind him, peering anxiously over his shoulders at the screen. The machine beeped several times in response to what he was doing, before Scannell shook his head, "No response," he stated before he ran over to the wrecked engine.

"What?!" the captain exclaimed.

"They're burnt out," Scannell reported as he examined the wires that were protruding from the engine, "The controls are wrecked. I can't get them back online."

"Oh, come on!" the Doctor huffed a touch incredulously as he took off his glasses, staring at the crew, "Auxiliary engines!" he stated as the human crew stared at him in return, "Every craft's got auxiliaries!"

The captain shook her head, "We don't have access from here. The auxiliary controls are in the front of the ship."

"Well," Sophie began with a small frown, "Can't we just go to the front of the ship?"

Scannell shook his head, "There's 29 password sealed doors between us and the auxiliary engines. You'll never get to them in time."

"Oh," Sophie muttered, tugging at the end of her ponytail.

"Can't you override the doors?" Martha questioned, trying to resist the urge to rub at her temples in slight annoyance. Things just seemed to keep getting worse – every time they thought they were getting closer to a solution.

"No," Scannell denied with a shake of his head, "Sealed closure means what it says. They're all dead-lock sealed."

"So, a sonic screwdriver's no use…" the Doctor commented with disappointment.

"Nothing's any use," Scannell retorted.

Sophie sighed, grimacing as she adjusted her gloves, the material sticking uncomfortably, "It can never be easy, can it?"

"We've had some easy ones," the Doctor replied.

Sophie blinked and quirked her brows at him, "Name one."

"Uh…" the Doctor trailed in thought, frowning slightly as Sophie stared at him, waiting with an expectant expression.

"We've got no engines," Scannell continued like neither of them had spoken as the Doctor pouted a bit and Sophie patted his arm, lips quirking with amusement, "No time, and no chance," Scannell finished and the amusement fell from Sophie's face, brought right back into the moment. The time ticking down until they crashed into the sun.

"Oh, listen to you!" the Doctor huffed as he focused his gaze on Scannell, "Defeated before you've even started! Where's your Dunkirk spirit?!" he turned to the captain, "Who's got the door passwords?"

"They're randomly generated," the young man cut in, drawing the attention of the room, "Reckon I know most of 'em. Sorry," he smiled a bit as he introduced himself, "Riley Vashti."

"Then what are you waiting for, Riley Vashti? Get on it," the Doctor ordered as he assumed command of the situation.

"Well, it's a two person job," Riley explained as he went and fetched what appeared to be a huge magnetic clamp and a huge backpack, "One, it takes to answer the questions, and the other to carry this," he stated as he slung the kit onto his back, "The oldest and cheapest security system around, eh captain?"

"Reliable and simple, just like you, eh Riley?" the captain retorted.

"Try and be helpful, get abuse," Riley muttered with a low huff as he adjusted the backpack on his back, "Nice!"

"I'll help you," Martha offered as she stepped forward and took the equipment from Riley's hands, "Make myself useful."

"It's remotely controlled by computer panel," Riley explained as he let Martha take the equipment, "That's why it needs two," he turned and started to head away from the group, Martha making to follow.

"Oi," the Doctor called after her, drawing the young medical student up short and she turned back to face him, "Be careful."

"You too," Martha smiled before she focused her gaze on Sophie, "Both of you."

Sophie nodded and Martha turned and started after Riley, "Be safe," the curly haired brunette murmured.

"McDonnell?" a male voice came urgently over the comm, "It's Ashton."

Captain McDonnell immediately darted back over to the intercom, "Where are you?" she demanded as she spoke into it, "Is Korwin with you?"

"Get up to med-centre now!" came the deadly serious response and McDonnell turned and ran. The Doctor grasping Sophie's hand as they followed after her. The three of them running past Riley and Martha outside the engine room as they started to set up for their attempt to get through the password sealed deadlocked doors.

"Impact in 34.31."

 ***O*O*O***

"Argh!" an agonised male screamed, thrashing as a man and woman tried to restrain him so that they could put him in what at first glance appeared to be an MRI machine, "Stop it!" he cried, his eyes screwed tightly shut.

"Korwin!" the woman exclaimed as she struggled to restrain him, "It's Abi," she tried to reassure him, "Open your eyes. I need to take a look at you."

"Korwin!" McDonnell exclaimed with alarm as she ran in the Doctor and Sophie right behind her, "What's happened?!" she demanded her heart in her throat at the sight of him struggling in agony on the pulled-out bed of the stasis chamber, "Is he ok?!"

"Oh God!" Korwin screamed, thrashing violently as the Doctor ran to the foot of the bed, "Help me! It's burning me!"

"How long's he been like this?!" the Doctor asked as Sophie came up beside him at the foot of the bed.

"Ashton just bought him in," Abi replied.

"Don't get too close," the Doctor warned, glancing from McDonnell and then over to Sophie, getting a nod from the petite brunette and McDonnell shifted anxiously – watching the Time Lord with sharp eyes as he reached in to his pocket and pulled out a strange slender device and aimed it at Korwin, the blue tip flashing as it whirred strangely.

"What are you doing?!" McDonnell demanded sharply, panicking as Korwin shrieked in agony, thrashing harder.

"Sonic impulse," the Doctor replied

"Don't be so stupid," McDonnell huffed as she pushed past Ashton, completely ignoring the Doctor's early warning as she took Ashton's place at the head of the bed. Her concerned eyes going to Korwin, "That's my husband!"

"And he's just sabotaged our ship!" Ashton cut in causing McDonnell to turn on her heel sharply to look at him.

"What?!" she demanded.

"He went mad," Ashton shook his head, "He put the ship onto secure closure, then he set the heat pulse to melt the controls."

"No way!" McDonnell denied vehemently, "He wouldn't do that!"

"I saw it happen, captain," Ashton stated.

The Doctor lowered the sonic screwdriver as he completely his scan and leaned a bit closer to the agonised man, "Korwin?" he tried, making his tone as soothing and reassuring as possible, "Korwin, open your eyes for me a second."

"I can't!" Korwin cried through the pain, his teeth gritted against it as he continued to thrash.

"Yeah, course you can," the Doctor tried to sooth, "Go on," he urged.

"Don't make me look at you!" Korwin begged and Sophie's teeth that had already been worrying her lower lip, sank deeper in growing concern, fingers tangled into the ends of her hair and tugging – he sounded genuinely terrified of merely looking at someone, "Please!" he pleaded as he thrashed harder; panicking at the prospect.

"It's alright," Sophie broke her silence, shifting slightly from the foot of the bed, moving a little closer to him, gloved hands clenching at her sides as the Doctor shot her a look silently reminding her to keep her distance from the man that appeared to be severely ill, "We won't make you. Not if you don't want to."

"No," the Doctor agreed as he moved back down the bed, "It's alright, alright?" he picked up small dart gun off a medical tray, "You just relax," he soothed, "Sedative?" he asked Abi as he held up the dart gun.

"Yes," Abi nodded.

The Doctor moved back up the bed and pressed the mouth of the gun to Korwin's neck and administered the sedative, a final pained shout leaving the man's lips before he fell silent and he stilled on the bed.

"What's wrong with him?" McDonnell asked, her gaze going from her husband to the Doctor as he walked back down to the foot of the bed and deposited the gun back on the tray. Whilst Ashton cautiously released him, breathing heavily, the man rather out of breath from the struggle of keeping Korwin restrained for so long.

"Rising body temperature, unusual energy readings…" the Doctor rattled off as he perched on the bed and crossed his arms, "Stasis chamber," he pointed at the machine, "I do love a good stasis chamber. Keep him sedated in there. Regulate the body temperature," he ordered and Abi shot him a questioning look but rushed to do as he'd ordered, "And, just for fun," the Doctor added as Ashton continued to look at him still a bit out of breath, "Run a bio-scan and tissue profile on a metabolic detail."

Sophie blinked as she looked at the Doctor as she quietly listened to him. the curly haired brunette recognising those terms. He'd run those scans on her once – back when he'd been trying to figure out what she was. She only hoped it provided faster results for Korwin than it had for her. But then, their circumstances where vastly different.

Abi looked over at him from where she was busy working, "Just doing them now."

"Oh, you're good," the Doctor nodded giving her a brief approving smile, before it fell away as he asked seriously, "Anyone else presenting these symptoms?"

Abi shook her head, "Not so far."

"Well, that's something," the Doctor murmured, not wanting to think what he'd do if the infection spread. If his Sparks got ill… and as of right now. He still had no idea what they were dealing with. No idea how to cure it.

McDonnell swallowed heavily as she continued stare down at her husband, "Will someone tell me what is the matter with him?!"

"Some sort of infection," the Doctor replied, "We'll know more after the test results," he stood, "Now, allons-y, back downstairs. Ay! See about those engines. Go," he urged and Ashton made to leave whilst McDonnell remained where she was just staring at her husband, "Ay!" he said louder and McDonnell jerked and looked at him, "Go," he urged and she looked back down at her husband, before reluctantly turning to leave. The Doctor turned to Abi as he grasped Sophie's hand in his, "Call us if there's news," he ordered as he started to run for the doorway, "Any questions?" he called over his shoulder.

"Yeah!" Abi shouted scoffingly after him making him pause and start back towards medical, Sophie in tow, "Who are you?"

The Doctor stuck his head back through the plastic curtains hanging over the doorway, "I'm the Doctor! And, she's Sophie!" he nodded to the petite brunette who poked her head through the curtains and gave Abi a small wave, before she was tugged back into a run as the Time Lord took off back down the corridor after Ashton and McDonnell.

Abi shook her head and turned back to what she was doing, focusing on it intently as she ran another test. Behind her, Korwin's hands twitched.

"Heat shields failing," the computer reported, "At 25 percent. Impact in 32.50."

 ***O*O*O***

Martha stood by the sealed first door, arms crossed – boredom taking hold, "Hurry up, will you?" she urged as she turned her head to look at Riley, who was typing away at the keypad of the portable computer.

"Alright," Riley nodded after a short moment as he finished typing, "Fix the clamp on!" he ordered.

Martha nodded and lifted the clamp. She attached it firmly to the door and held it there, before turning her head to look at Riley again, "What are you typing?" she asked at seeing his fingers moving over the keypad again.

"Each door's trip code is the answer to a random question set by the crew. Nine tours back, we got drunk, thought 'em up," Riley explained, he glanced up at her and smiled, "Reckoning was, if we were hijacked, we're the only one who know all the answers."

"So, you type in the right answer…" Martha trailed questioningly.

"This," Riley tapped at his backpack, "Sends an unlock pulse to the clamp. But we only get one chance per door. Get it wrong, the whole system freezes."

Martha nodded in understanding and then quirked her lips up at him in a small smile, "Better not get it wrong then."

"Ok," Riley stated, a tinge of excitement entering his voice. He shifted over to a readout screen where the first question was appearing, "Date of SS Pentallian's first flight?" he read aloud, "That's alright!" he exclaimed and typed the answer into the keypad, "Go!" he shouted over to Martha.

Martha immediately pressed down on the trigger on the clamp. It beeped a few times, before lights on top of the clamp turned green and the sealed bulkhead door opened, "Yes!" she exclaimed with delight.

"Only 28 more to go!" Riley shouted as he ran for the open door, Martha swiftly following him through it and on to the next door.

 ***O*O*O***

"Abi," the Doctor's voice came through intercom in the med-centre as Abi stared at the x-rays and bio-scans she'd taken with confusion, "How's Korwin doing?" he asked, "Any results from the bio-scan?"

"He's under heavy sedation," Abi responded, "I'm trying to make sense of this data. Give me a couple of minutes and I'll let you know," she stated with more confidence than she felt, whilst behind her Korwin's arms twitched and he shifted his head – the sedation already starting to wear off.

 ***O*O*O***

Down in engineering the Doctor spoke through the intercom again, "Martha? Riley? How're you doing?"

"Area 29," Martha replied, "At the door to 28!"

The Doctor slid his spectacles on over his nose and peered up at the readout above the comm station, "Yeah, you've gotta move faster!"

On the other end of the comm Martha frowned, "We're doing our best!" she exclaimed and the Doctor shifted away from the comm and back over to where he'd left Sophie, the Time Lord taking his sonic back from the petite brunette as she held it out to him and getting back to work – time getting away from them.

"Find the next number in the sequence," Riley's voice came through the comm as the next question appeared on his read out, "313, 331, 367… what?"

"You said the crew knew all the answers!" Martha exclaimed with fear, her voice wavering through the comm as she turned her head to stare at Riley with alarm.

"The crew's changed since we set the questions," Riley replied a little defensively.

Martha swallowed heavily, "You're joking…"

The Doctor turned from what he was doing, tossing the sonic at Sophie who fumbled to catch it, as he darted back over to the comm, "379!" he answered the question.

"What?!" Martha questioned with confusion.

"It's a sequence of happy primes," the Doctor explained, "379," he stated again.

"Happy what?" Martha questioned, still confused.

"Just enter it!" the Doctor exclaimed with impatience and Martha scowled at the comm with irritation herself.

"Are you sure?" Riley asked a touch anxiously, not wanting to get it wrong and mess up there only chance to get through, "We only get one chance!"

"Any number that reduces to one when you take the sum of the square of its digits and you continue iterating until it yields one is a happy number," the Doctor explained, speaking rapidly, impatient annoyance colouring his tone, "Any number that doesn't, isn't. A happy prime is a number that is both happy and prime. Now type it in!" he demanded before he turned his head to look at Sophie who was staring at him a bit blankly as McDonnell came down a ladder, shooting him a dirty look as she stepped off, "I dunno, talk about dumbing down! Don't they teach recreational mathematics anymore?"

"If they did," Sophie shrugged, her tone a bit dry, "I missed that lesson. Or I wasn't paying attention," and the Doctor gaped at her a little, "In maths class either was likely. It wasn't my subject."

"We're through!" Martha's relieved exclamation came through the comm and the Doctor turned back to the comm station.

"Keep moving. Fast as you can," the Time Lord urged, before he took off his glasses and softened his voice, "And, Martha, be careful," he murmured with concern, "There may be something else on board this ship."

Martha grimaced uneasily at that, "Any time you want to unnerve me, feel free," she attempted to jest through the surge of worry that had hit her.

"Will do, thanks," the Doctor replied, before he switched off the comm and walked away from it and back towards Sophie again.

The petite brunette biting her lower lip, feeling rather useless as she rolled the sonic screwdriver between her fingers – perhaps she should have offered to help Riley with Martha. She might have been helpful there. Though if all the questions were maths related, she wouldn't be. She sighed lowly, her thoughts tugged in multiple directions as she sat feeling helpless to help, not knowing a thing about engines. The oncoming impact with the sun, the sick Korwin who'd sabotaged the ship for unknown reasons, the Doctor's suspicions that 'something' else might be on the ship, and drums? Why did she keep hearing the beating of drums in her sleep?

"Impact 30.50," the computer announced and Sophie winced, jerked back completely to the present once more. As helpful as she was sure they were – she really wasn't fond of the whole countdown until certain death thing.

The sonic screwdriver was plucked out of her fingers and the brunette's gaze focused on the Doctor who gave her a smile, "Come on, Sparks! This isn't the time for wool gathering!" he grasped one of her hands, ignoring the feeling of the sweaty material of her glove against his skin, "Let's gather the crew!"

"Uh-huh, gather," Sophie snorted lightly, her gaze going to the crew that was scattered about the room hardly in need of gathering, but allowed him to led her off through engineering at a quick clip, glad for the distraction from her thoughts.

"Yep!" the Doctor grinned at her, squeezing her hand – glad for the smile that had graced her face instead of the worrisome closed off expression he'd caught on her face as he'd wandered back over to her. He turned back to the room at large, "Oi! You lot!" he hollered, earning another scowl from McDonnell as he waved them over.

 ***O*O*O***

"I can't believe our lives depend on some stupid pub quiz!" Martha exclaimed as she and Riley set about preparing to unlock the next door, "Is that the next one?" she asked, shocked as the question appeared on Riley's readout screen.

"Oh," Riley bemoaned as he put his head in his hands as he eyed the question, "This is a nightmare!" he complained, before resignedly lifting his head out of his hands, "Classical music," he read off the screen, "Who had the most pre-download number ones, Elvis Presley or The Beatles?" he butchered the names. He turned his head to stare at Martha feeling rather defeated, "How are we supposed to know that?"

 ***O*O*O***

"We need a backup in case they don't reach the auxiliary engines in time," the Doctor stated as he looked at a broken piece of equipment, "Come on! Think!" he urged when his statement was met with silence, "Resources, what have we got?!" he prompted.

"Doctor?" Martha's voice came over the intercom.

The Time Lord sighed, "What is it now?" he demanded.

"Who had the most number ones, Elvis or the Beatles," she asked before adding, "That's pre-downloaded."

"Elvis," the Doctor stated confidently, "No! The Beatles!" he corrected in the next beat, "No! Wait! Um… um…" his gaze turned to Sophie, "Oh, what was that remix?"

Sophie shook her head apologetically, "No idea, sorry."

"Um…" the Doctor hit the back of his head in an attempt to jog his memory, before he shook his head, "I don't know!" he cried ignoring the looks the crew where giving him as they stood about watching him, "I'm a bit busy!"

"Fine," Martha huffed, putout with him in that moment, "I'll ask someone else!"

"Now, where was I?" the Doctor turned back to them.

"Resources," Sophie prompted.

"Right," the Doctor nodded, "Here comes the sun. No, resources. So, the power's still working, the generators going. If we can harness that. Ah!"

McDonnell's eyes widened as it hit her, "Use the generator to jump-start the ship."

"Exactly!" the Doctor nodded, smiling at her, "At the very least, it'll buy us some more time."

"That… is brilliant," McDonnell acknowledged.

"That he is," Sophie nodded, bells chiming softly.

"I know!" the Doctor shot her a quick somewhat smug smirk and Sophie shook her head, her already reddened cheeks from the heat making her blush unnoticeable, and her lips quirked into a small smile, "See?" he focused his gaze back on the crew at large, most of them with hopeful smiles quirking their lips, "Tiny glimmer of hope!"

"If it works," Scannell muttered, not really convinced that it would.

"Oh, believe me," McDonnell turned to him, "You're gonna make it work," she stated and Scannell pulled a face, before he turned and walked off with a dejected expression on his face.

"That told him!" the Doctor smiled as he, Sophie and Ashton looked at her with respect, smiles still in place.

"Impact in 29.46."

 ***O*O*O***

"No time like the present," Martha muttered as she pulled her phone and started dialling her mother's number. Teeth chewing her lower lip as she brought it up to her ear and heard it start to ring. She shifted on her feet, waiting… half convinced that it wouldn't be able to connect… the ringing stopped and she stilled waiting with baited breath.

"Hello?" Francine's voice came through the line.

"Mum?" Martha replied, almost questioningly, "It's me. It's Martha," she grinned in elation as the fact that she'd actually rang the past started to sink in, "Wow!"

"Where are you?" Francine asked, anger colouring her tone, "Don't you check your messages? I've been calling you."

"Actually," Martha cut in before her mother could really get going, "A bit busy. Need you to do something for me."

"No," Francine scowled on the other end of the line, pausing in the middle of making her coffee as her irritation surged at her child ignoring her. Why did all her children brush her off?! "Listen to me. We have to talk about this Doctor and Sophie."

Martha rolled her eyes, "Mum! Please, not now!" she exclaimed getting another unseen scowl from her mother, "I need you to look something up on the internet!"

"Do it yourself," Francine retorted, her brows arching, "You've got a computer."

"Oh, just do it, will you?!" Martha shouted, before she stilled stunned at the fact that she'd actually yelled at her mother like that. Beside her Riley looked rather stunned himself. Martha gave a slightly nervous laugh, attempting to brush the moment away and not cop an earful from the older woman, "Please."

"When did you get so rude?" Francine grumbled crossly as she walked into the living room and over to her computer, "I'll tell you when. Ever since you met those two."

"I need to know who had more number ones," Martha cut in again, not having time to listen to her mother's conspiracy theory or whatever it was that had rubbed her wrong about her two new friends, "The Beatles or Elvis?"

"Hang on," Francine told her as she set about setting up her laptop, "The mouse is unplugged," she explained and on the other end of the line Martha shifted impatiently, "Ok, I'm on. What is this?" Francine asked as she started typing, "A pub quiz?"

"Yeah," Martha swallowed, "A pub quiz."

"Using you mobile is cheating," Francine chided as she looked at the results that had popped up on her computer screen.

"Have you found it?" Martha asked, choosing not to acknowledge her mother's gentle scolding.

"There's over four hundred thousand results," Francine replied and Martha winced a little whilst Riley looked impatient, "Give me a minute."

"Impact in 28.50."

 ***O*O*O***

"Ask," the Doctor urged softly as he once again glanced from what he was doing to look at Sophie taking in the expression on her face.

"Uh…?" Sophie articulated with surprise, her spine straightening up from her slouch as her gaze shot to his.

"You've got that 'I want to ask you something' expression on your face," the Doctor explained, giving her a quick fond smile before he turned his gaze back to what he was doing, "So, go on ask," he urged.

Sophie shook her head, she shouldn't – she really shouldn't, no matter how much she wanted too, "Your busy," she reminded him.

"I can multitask with the best of them," the Doctor assured, he turned his gaze back to her and kept working just to prove his point.

"I was just wondering…" Sophie hedged a little uncertain, tugging at the end of her ponytail, "If you've happened to hear any drums recently?"

The Doctor blinked with surprise, "Drums?"

Sophie nodded, bells chiming, fingers tangling in the end of her ponytail, "Yeah."

The Doctor frowned and scrunched his nose as he thought hard for a moment, "Can't say I have," he shook his head and then eyed her, "Can you hear any?"

Sophie bit her lower lip, "No," she replied, fingers subconsciously tugging at the end of her ponytail again – not at the moment.

The Doctor eyed her, "You're a horrid liar, Sparks."

"Not lying," Sophie retorted and then pulled her fingers from her ponytail in realisation and then pouted.

The Doctor eyed her for another moment and silence stretched between them as the Time Lord thought, "How are those mental exercises I gave you been going?"

Sophie grimaced at the reminder of them, "Not so well," she admitted, "I still can't find what you described to me."

The Doctor gave a nod, "So…" he side-eyed her, "You're still 'dreaming', then?"

Sophie winced and then sighed as she returned her gaze to him, "Every time I sleep," she admitted softly. Fingers twitching with the desire to anxiously tangle in her ponytail now.

The Doctor reached out touching one of her hands with his as he mentally brushed against her mind reassuringly, "We'll try something different," he murmured and felt Sophie brush back as she squeezed his hand gratefully.

Sophie quirked her lips at him as she realised he'd stopped working, "I thought you were supposed to be multitasking?"

"I am!" the Doctor assured, releasing her hand and started hurriedly fiddling again, "See? Watch me working…"

"Doctor," Abi's voice came over the comm, "These readings are starting to scare me."

The Doctor frowned, dropping what he was doing, "What d'you mean?"

"Well," Abi began as everyone in the engine room listened intently, what they had been doing forgotten, "Korwin's body's changing! His whole biological make-up, it… it's impossible," they heard a faint sound of a bang over the comm, "This is med-centre," her voice came back over the comm, her tone rising with alarm, "Urgent assistance requested," she exclaimed with rising urgency, "Urgent assistance!"

"Stay here!" the Doctor shouted already running for the stairs, "Keep working! Sparks…" he trailed glancing at her as behind them McDonnell chased them across the room, up the stairs and into the corridor. Ashton and Scannell staring after her, whilst Erina ran in the opposite direction to get to the comm station.

"If you want me to stay behind, you'll have to let go of my hand first," Sophie stated, not pausing in her run – not fancying being tugged along by the Time Lord.

The Doctor blinked in surprise and glanced down at their hands, seeing that he had grabbed it on instinct as he'd ran past her, "Ah," he mumbled under his breath, but didn't let go instead, tightening it, "Run," he finished as if he'd been going to say that all along, barely skipping a beat in the process.

"Urgent assistance!" Abi called urgently through the comm again.

"Abi," Erina replied through the comm station, "They're on their way," she assured. Whilst Ashton and Scannell continued to listen intently, before the later broke and started up the stairs, running after McDonnell.

 ***O*O*O***

Abi started to back up as Korwin started to advance on her, his eyes still screwed tightly shut, "What's happening to you?" she asked, desperately trying to stay calm.

"Burn with me," Korwin replied in a voice that was deeper, and far more threatening than his own had ever been.

 ***O*O*O***

"Burn with me," the ominous voice came over the intercom and Martha and Riley exchanged a nervous look, the medical student still clutching the phone to her ear as she waited for her mum to find the answer.

 ***O*O*O***

"Sparks?" the Doctor murmured as he slowed, his brow furrowed troubledly.

"Yeah?" she replied.

"Like glue, please," he murmured.

Sophie nodded, bells chiming softly, her own expression troubled, "Promise."

The sound of footsteps swiftly approaching had them turning to look behind them, "Captain?!" Scannell called as he came up to them.

The Time Lord frowned in annoyance as he eyed Scannell, "I told you to stay in engineering!"

"I only take orders from one person round here," Scannell retorted dismissively before he turned to McDonnell.

The Doctor stared at him stunned for a brief moment before he rolled his eyes, "Oh, is he always this cheery?"

"Probably about as much as you are rude," Sophie commented.

The Doctor started to nod, before he paused and shot her a mock wounded look, "Oi!" before he pouted at the 'innocent' look she gave him in response, "About as much as you are cheeky, you mean," he muttered.

"I'm not that cheeky," Sophie rebutted with a light pout as the four started down the corridor again towards the med-centre.

"I beg to differ, Sparks," the Doctor replied, "You're plenty cheeky."

Sophie effected a bit of a shrug, "Character flaw."

"Hardly," the Doctor countered and Sophie felt her already hot cheeks from the temperature of the ship flare hotter as a thrilled but embarrassed heat shot to her cheeks.

 ***O*O*O***

"Elvis," Francine stated.

Martha jerked to attention, "What?!" she exclaimed with momentary confusion, before she remembered the whole reason she was on the phone in the first place, "Really?" she turned and pointed at Riley, "Elvis."

Riley nodded and started typing in the answer.

 ***O*O*O***

Abi continued to back away, her eyes wide with fear as Korwin continued to advance on her, "Burn with me."

"K… Korwin, you're sick…" Abi tried, her voice trembling with fear. Her back meeting the wall of the med-centre.

"Burn. With. Me!" the strange menacing voice that was coming from Korwin, darkened further, deep with rage. He opened his eyes and Abi squinted against the blindingly bright light that had been concealed behind the closed lids.

 ***O*O*O***

Martha grinned as the door opened and they ran into the corridor beyond, heading directly for the next door, "Mum," she spoke into her phone that she was still holding to her ear, "You're a star!" she exclaimed.

"Now," Francine said decisively, "We need to have a serious…" she trailed as a terrified scream came from somewhere in the distance on Martha's end of the line. A sound that had Martha and Riley halting in their tracks, "What was that?"

"I've gotta go," Martha murmured, shaken, before she swiftly hung up before her mother could try and question her further.

 ***O*O*O***

In another part of the ship, Korwin drew on a pair of heavy duty gauntlets, before lowering a heavy duty space helmet onto his head and flicked down the protective lenses down over his eyes. His breathing coming through the helmet heavily.

 ***O*O*O***

"Doctor," Martha called into an intercom, the moment she and Riley had come to a stop in front of a comm station, "What were those screams?"

 ***O*O*O***

"Concentrate on those doors!" the Doctor shouted as the four of them ran through the corridor towards the med-centre, "You've gotta keep moving forward!"

 ***O*O*O***

Martha swallowed heavily, but turned from the comm, hurrying over to the next door with Riley. The pair of the moving swiftly to get set up to answer the next randomised question. Martha attaching the heavy clamp to the door.

"Impact in 27.06."

 ***O*O*O***

The Doctor, McDonnell and Sophie burst through the curtains of the med-centre after Scannell, the four looking around the area. They're gazes inevitably drawn to the bed Korwin had been lying on – an empty bed.

"Korwin's gone…" McDonnell murmured, her voice wavering slightly.

Scannell turned and then stopped in his tracks, his eyes widening with horror, "Oh my God…" and the other three turned to look, following his horrified gaze to the charred black shape on the wall – a shape that was unmistakably human. A human with one hand in the air as if to try and shield themselves.

"Tell me that's not Lerner," Scannell murmured almost pleadingly as the Doctor stepped towards the charred shape.

"Doctor?" Sophie murmured questioningly as he traced his fingers lightly around the outline of the shape.

"Endothermic vaporisation," the Time Lord stated, frowning, "I've never seen one this ferocious," his gaze unfocused as he thought, "Burn with me," he murmured.

"That's what we heard Korwin say," Scannell remarked.

"What?" McDonnell whirled, her eyes wide, "D'you think… No way!" she denied adamantly, "Scannell tell him! Korwin is not a killer!" she shouted her voice rising.

"We believe you," Sophie tried to assure the upset woman.

"He can't vaporise people!" McDonnell shook her head, "He's human!"

The Doctor noticing something on the floor, walked over to them, bending down to pick it up, casting his gaze over what he'd found, "His bio-scan results," he explained, his eyes widening with alarm and surprise, "Internal temperature, one hundred degrees! Body oxygen replaced by hydrogen!" he looked up, his gaze going to McDonnell, "Your husband hasn't been infected, he's been overwhelmed!"

"The test results are wrong!" McDonnell snapped, snatching them from his hands.

"But what is it, though?" the Doctor muttered, his mind racing, thinking aloud, "A parasite? A mutagenic virus? Something that needs a host body," and Sophie winced as she glanced from the Doctor to the already agitated McDonnell, "But how did it get inside him?!"

"Stop talking like he's some kind of experiment!" McDonnell demanded, slightly hysterical at just what the Doctor was implying about her husband.

"Where's the ship been?" the Doctor focused on McDonnell, needing to get some answers, "Have you made planet-fall recently?" McDonnell stared at him blankly, "Docked with any other vessels? Any kind of contact at all?!" he questioned rapidly.

"What is this?!" McDonnell exclaimed defensively, glowering at him, her arms crossing over her chest, "An interrogation?!"

"Please," Sophie murmured, her voice softer than the Doctor's had been as she focused her gaze on McDonnell again, wincing a little at the force of the older woman's glare being levelled on her, "He's just trying to help."

"We've got to stop him before he kills again," the Doctor said firmly, staring intently at McDonnell as her gaze focused back on him.

"We're just…" McDonnell swallowed heavily and shook her head, "We're just a cargo ship," her face crumpling as she turned away from the Doctor, distraught.

"If you just give her a minute…" Scannell murmured as he shifted to comfort McDonnell, moving so that he was standing in front of her.

The Doctor glanced from the two, his gaze drawn to Sophie as she dabbed uncomfortably at her sweat covered forehead, before he turned his gaze back to the bio-scan results. And frowned, determined to puzzle it out – save them all. And keep his promise to show Sparks something lovely in this system.

"I'm fine," McDonnell muttered, pulling herself together quickly, "I need to warn the crew," she walked over to the comm, "Everybody, listen to me," she spoke into it making everybody stop what they were doing to listen, "Something has infected Korwin. We think…" she paused the words threatening to choke her, her gaze going to the Doctor as he turned to look at her, "He killed Abi Lerner," she got the words out and turned her eyes away from the Doctor, "None of you must go anywhere near him, is that clear?"

"Understood, captain," Ashton's voice came through the comm.

 ***O*O*O***

Ashton pressed a button on the comm in engineering, switching the channel, "Erina?" he spoke into it again, "Get back here with that equipment."

 ***O*O*O***

Erina muted the comm and turned away from it with contempt, "Whatever you say, boss," she muttered as she continued searching through the cupboard, "Go there. Come back. Fetch this. Carry these. Make drinks. Sweep up! Please," she groaned, "Kill me now," gathering what she needed, she shut the door with a sharp snap. Hearing strange breathing, she turned to look, her eyes widening with surprise and fear at seeing Korwin standing there in his heavy-duty space helmet, having been behind the cupboard door.

"Burn with me," he demanded in the same menacing voice she'd heard through the comm not that long ago. Her eyes widened further and she started to back up and he advanced on her, "Burn with me."

Erina's back hit the wall and Korwin raised a hand, bringing it up to visor of his helmet, flicking it up, revealing the blinding light. Erina closed her eyes against it and screamed as she felt white hot heat engulf her.

"Impact in 24.51."

 ***O*O*O***

Silence had fallen in the med-centre as the Doctor poured over the bio-scan results, Sophie stood not to far away from him, whilst Scannell stood not to far from McDonnell who'd slumped down into a seat.

"Is the infection permanent?" McDonnell asked after a moment, her gaze turning to the Doctor, fixing him with a look, "Can you cure him?"

The Doctor shook his head, "I dunno."

McDonnell scowled as she eyed him, "Don't lie to me, Doctor. Eleven years we've been married. We chose this ship together. He keeps me honest. So, I don't want false hope."

"The parasite's too aggressive," the Doctor stated, cutting straight to the point, "Your husbands gone. There's no way back. I'm sorry."

McDonnell nodded slowly, taking it in, before she took a shuddering breath, "Thank you," she murmured quietly. She swallowed heavily and glanced from the Doctor to Sophie, "You two been married long?"

Sophie choked on her saliva and the Doctor grinned as he shook his head, starting over towards McDonnell, "We're not married," he replied, before shooting Sophie a fond look, "She probably run for the hills if I tried proposing marriage this early," he winked.

Sophie felt a fresh wave of heat flood to her cheeks, "Oi!" she protested, and fanned at herself as she shifted uncomfortably… foxy git! She was hot enough as it was with out him making her bleeding blush!

The Doctor arched a teasing brow at her, "You saying you wouldn't?"

Sophie swallowed and looked away, fingers tangling in the ends of her hair, "No comment," she got out from around the sudden lump in her throat – not really having much of any idea on how she'd react. They'd only just started… she tugged at the end of her ponytail chewing on her bottom lip, heart pounding in her chest.

The Doctor nodded, teasing smirk quirking his lips, "Exactly."

Sophie's gloved fingers tangled further in the messy end of her ponytail, "Foxy Git," she muttered under her breath. Trying to calm herself, he was just teasing! It wasn't like he was actually about to 'pop the question'. Not that she wouldn't want too… maybe one day… but – damn him! She hadn't thought of the possibility of him proposing at some point! And now there were butterflies going wild in her stomach!

The Doctor shot another fond look at Sophie, wondering if she realised, she was projecting just a bit in her agitation with him – probably not. If he had more time, he'd tease her a little more; draw out that smile he adored so much. Get a laugh and a playful scowl… but he didn't, they didn't. And he had to focus – he needed answers. He turned back to McDonnell, "Are you…" he began drawing McDonnell's attention back to him the woman having started staring at her knees at some point, her thoughts going to her own husband once again and what they had been like so early in their relationship, "Certain nothing happened to provoke this?" he questioned, "Nobody's working on anything secret?" he pressed as McDonnell stared at him quietly with a minute frown, an almost stubborn tilt to her jaw, "Because it's vital that you tell me."

"I know every inch of this ship," McDonnell stated flatly, "I know every detail of my crew's lives," she said with confidence as she insisted, "There is nothing."

The Doctor's eyes narrowed as he levelled a harsh look on her, "Then why is this thing so interested in you?" he demanded.

McDonnell shook her head, "I wish I knew."

 ***O*O*O***

Martha and Riley opened another door. They burst through it and ran down the corridor to the next one. Martha immediately attaching the clamp to the door as Riley started typing at his keypad to bring up the next question.

"Doctor," she called into the intercom, "We're through to area 17."

"Keep going," the Doctor replied, "You've got to get to area 1 and reboot those engines," he reminded her.

 ***O*O*O***

Ashton continued to work underneath the engine, trying to fix what he could. A bang sounded, and then another, and another. He looked out from where he was working, his gaze landing on a pair of booted feet walking towards him. Not thinking anything of it, he turned his full attention back to his work, "You got those tools, Erina? Cos I…woah!" he exclaimed with surprise as he was suddenly yanked out from under the engine by his ankles. He looked up to see Korwin looming over him a moment before gauntleted hands yanked up him off the floor and onto his feet, "Korwin… it's me," he tried, "We're mates!"

"They're getting too far," the creature that had taken over Korwin stated, "We must share the light," he moved his hands, bringing them up to rest against Ashton's head. He screamed as his skin beneath Korwin's gauntleted hands began to smoulder and smoke.

"Heat shield failing," the computer reported as the ship got closer to the burning sun, "At 20 percent."

 ***O*O*O***

"Come on!" Riley hit his portable computer with frustration as it had trouble doing what he needed it too, "Everything on this ship is so cheap!" he complained in explanation as Martha stepped over to him to see what was wrong. There was a bang and the two turned to look in the direction it had come from, "Who's there?!" he called, frowning.

The banging continued, Martha and Riley exchanged a brief look before they put down their tools and started in the direction the sound was coming from. As they got closer to the door, they could see a shadowy figure through the steaming smoke.

Martha swallowed heavily as she eyed the figure fearfully, "Is that Korwin?" she whispered.

"No, wait a minute…" Riley trailed peering through the smoke, before he relaxed a bit as the figure with a heavy-duty space helmet and gauntlets came towards them, recognising him, "Oh, Ashton, what're you doing?"

"Burn with me," Ashton replied with a deep menacing voice.

"Well, if you wanna help…" Riley began, only to be cut off as Ashton repeated.

"Burn with me!" he advanced on them, "Burn with me!" a hand coming up to the lowered visor that was hiding his eyes.

Martha slapped her hand to a button on a nearby door, "Move!" she shouted as it started to slide open. She squeezed through, "Come one!" she shouted over her shoulder at Riley, who hurried through the door after her.

Martha crouched down in the small room, cowering in the corner as she tried to slow her pounding heart. Riley crouched down beside her and hit a few keys on the keypad that operated the door making it slide closed again. The pair breathed a sigh of relief. A relief that lasted all of a second as Ashton's helmeted head appeared in the porthole, before he started pounding against it. Riley moved his shaky fingers over the controls in different combination, opening a hatch next to them. the two climbed through the open hatch and Riley shut the door.

"What is happening on this ship?!" Riley exclaimed.

"Never mind that," Martha shook her head looking around the small enclosed space they were in, "Where are we?"

"Airlock sealed," the computer suddenly announced and Riley stiffened with alarm, "Jettison escape pod."

"That doesn't mean us?" Martha asked Riley, still not sure, only to see Riley lunging for the keypad and her eyes widened with terror, "Doctor!" she screamed.

"Pod jettison initiated."

"Doctor! Sophie!" Martha shouted with terror as she tried the small comm she'd spotted in the escape pod whilst Riley typed furiously at the keypad, "We're stuck in an escape pod off area 17 airlock. One of the crew's trying to jettison us! You've got to help us! Tell me you can stop it!" she pleaded.

 ***O*O*O***

"Oh bugger!" Sophie cursed, her eyes wide with horror. The four of them in the storage area just off engineering. The four having paused as the Doctor looked at something.

"Why is this happening?" McDonnell questioned.

"Stay here!" the Doctor whipped off his glasses, "I mean it this time!" he exclaimed seriously, before he turned and ran, "Jump start those engines!" he ordered and then blinked at seeing Sophie running beside him, "Oi!" he scowled, "What did I just say?!"

"I heard you!" Sophie huffed, glancing at him, "But you also made me promise to be like glue!" she reminded him, "I can't do both!" besides she knew nothing about engines and Martha… she swallowed heavily.

The Doctor gaped at her then shook his head, unsure if he was more relieved to have her right beside him or worried for her safety if they ran into who or what was responsible for trying to jettison Martha, before he grasped her hand tightly in his and moved faster along the corridor they were in, "Allons-y then!"

 ***O*O*O***

McDonnell and Scannell paused in their walk towards the engine as through the smoke their eyes landed on an ominous charred shape on a wall.

"It's picking us off… one by one," McDonnell breathed in horrified realisation.

 ***O*O*O***

"Jettison held."

Martha and Riley breathed a sigh of relief, "Thank you," Riley breathed, smiling a little, his acking a little from how fast and hard he'd been typing on the pad in his frantic need to stop their jettisoning from the ship.

"Jettison reactivated," the computer announced in the next moment as Ashton worked the pad on the outside.

Martha let out another terrified scream and wacked frantically at the door. Hoping that somehow, it'd just open and they could scramble out. Whilst behind her Riley once again frantically typed at the keypad – warring against Ashton's commands.

"Come on…" Riley gritted, typing frantically. Whilst, the Doctor and Sophie raced down the corridor to get to them, "Geovinsci sequence," he exclaimed as the idea came to him, "This'll get him," he stated with more confidence then he felt.

"Jettison held," the computer announced and the pair stuck in the escape pod smiled with relief at the computer continued, "Escape pod stabilised."

"You're pretty good," Martha murmured quietly – whilst outside the door, Ashton started typing again.

 ***O*O*O***

"Ashton!" McDonnell shouted as she and Scannell ran further into engineering, searching for their crew mate.

They came up to where he'd been working and Scannell started examining the engine, and frowned darkly, "Someone's hacked into the systems. I can't reroute the generators! There's no way I'm gonna be able to jump-start this ship!" he shouted and in a fit of frustrated rage kicked the equipment, before he turned and ran back the way they'd come with determination, "Who the hell did that?!"

McDonnell turned away from Scannell, taking a breath, trying to remain calm. She needed to for what remained of her crew. Her gaze landed on a figure walking towards her through the smoke. A figure with a heavy-duty space helmet on his head. She swallowed, "Korwin?" she questioned, recognising him. He advanced towards her and she started backing away, "What are you? Why are you killing my crew?!" she demanded as his hand went to his lowered visor, "How could you do this? What have you done to my husband?!" she shouted and he stopped, sounding slightly surprised. McDonnell felt her heart give a leap, "You recognise me. Korwin! You know me," she exclaimed as his hand left the visor. Her eyes pricked hotly as tears started to well in her eyes, "It's Kath! Your wife!"

"My wife?"

"That's right!" McDonnell nodded, "You're still in there! I'm your wife!"

"It's your fault," Korwin remarked and McDonnell's face fell as she started backing away again, hope for her husband flickering.

 ***O*O*O***

Outside the escape pod, Ashton typed quickly at his keypad, whilst inside the pod Riley did the same, battling his commands every step of the way.

The Doctor and Sophie dashed into the corridor, the Time Lord in the lead, "That's enough!" he shouted and Ashton turned his head to look at the Doctor, "What do you want? Why this ship?" he questioned only to get silence, "Tell me!"

Sophie's eyes widened with alarm as Ashton turned back to the keypad and smashed the keypad with his fist, "Oh my God!" she exclaimed with alarm as sirens sounded and the computer announced.

"Jettison Activated."

 ***O*O*O***

"He smashed the circuit," Riley muttered numbly, "I can't stop it," he swallowed panic setting in, "I can't stop it!"

 ***O*O*O***

McDonnell continued to back up as Korwin continued to advance. Behind her, Scannell stood watching in the shadows, "What do you mean, it's my fault?" McDonnell asked.

"It's your fault," Korwin repeated, "Now burn with me!" he demanded, lifting a hand to a visor to lift it, only for jet of steam to suddenly engulf him. He screamed.

McDonnell turned and saw Scannell rapidly turning the wheel attached to a valve rapidly, "What are you doing?!"

"Freezing him!" Scannell replied, "Ice vents!" he explained.

McDonnell's eyes widened, "You'll kill him!" she shouted as Korwin continued to scream in agony.

 ***O*O*O***

"Come on," the Doctor urged as Ashton rapidly advanced on him, silently urging Sophie to stay behind him, "Let's see you," he continued, almost nose to nose with Ashton now, "I want to know what you really are…"

' _Doctor…?'_ Sophie projected with concern, peering around him as best she could as he kept her behind him.

' _Stay behind me Sparks,'_ the Doctor replied, his eyes fixed on the creature that had overtaken Ashton as he lifted a hand to the visor covering his eyes, only for him to suddenly double over in pain and back away from the Doctor a few steps. He straightened up again and started forward, but instead of focusing on the Time Lord he jostled past him and Sophie without so much as another glance.

"Wha…?" Sophie muttered, glancing at the Doctor as he shook his head in response to her barely formed question.

"Airlock sealed," the computer announced as the Doctor all but skidded over to the intercom on the wall.

"McDonnell?" he spoke into it, "Ashton's heading in your direction. He's been infected, just like Korwin!"

"Korwin's dead, Doctor," Scannell responded a moment later.

"Oh…" Sophie murmured, swallowing before she started towards the keypad Ashton had smashed and the pod. The Doctor right behind her.

 ***O*O*O***

"This thing's locked!" Martha exclaimed with frustration as she smacked at the porthole helplessly.

"Airlock decompression completed," the computer announced as Sophie peered through the porthole, "Jettisoning pod."

"Sophie!" Martha exclaimed as the Time Lord's face appeared just behind Sophie's, "Doctor!"

"I'll save you!" the Doctor shouted.

Inside the pod, Riley shook his head apologetically, "Martha, it's too late."

"Doctor!" Martha shouted again, her voice unheard by them, "Sophie!"

"I'll save you!" the Doctor tried again, shouting as loudly as he could, only for Martha to shake her head.

Beside him Sophie pulled out her phone, unlocking it in a swift movement, only to hesitate her eyes widening, "I don't have her number!" she exclaimed in horrified realisation – they'd never exchanged numbers – there hadn't been a need before.

Martha shook her head at them, frowning straining her ears to try and hear what they were saying, "I can't hear you!"

"I'll save you!" the Doctor tried again, repeating the words over and over as the escape pod disengaged from the ship and floated out into space – headed towards the sun. Martha peering out the porthole at them. Her expression terrified.

Sophie swallowed heavily as she turned from the sight of Martha's distraught face, "What do we do?"

"Save her," the Doctor stated firmly, before he turned and ran back down the corridor towards the comm station – Sophie on his heels.

 ***O*O*O***

"Impact 17.05."

"What did he mean, your fault?" Scannell questioned McDonnell as she knelt by her husbands' body, "What are you doing?!" he exclaimed as she reached out to him, to stroke her fingers along his face, "Don't touch him. He's infected. We don't know how it spreads."

McDonnell looked up, staring at Scannell darkly, "You murdered him!"

"He was about to kill you!" Scannell replied, meeting her gaze head on.

"He recognised me!" McDonnell protested.

"You heard the Doctor," Scannell reminded, "It… it isn't Korwin anymore."

McDonnell shook her head, "The Doctor doesn't know! None of us knows!"

"So, what are you gonna do?" Scannell scowled at her, "Sit there until we burn? Cos without you… none of us stand a chance of getting out of here.

"Scannell!" the Doctor's voice barked over the intercom, breaking the heavy mood, "I need a spacesuit in area 17 now!"

Scannell stared at the comm quizzically, "What for?"

"Just get down here!" the Doctor shouted loudly with anger and frustration.

"Well, go on!" McDonnell told him as Scannell hesitated looking unsure, "Do what he says!"

"Ashton's still out there," Scannell muttered, his eyes on his captain.

McDonnell swallowed and pursed her lips, "I'll deal with him," and Scannell got up and walked off, leaving McDonnell with her deceased husband.

 ***O*O*O***

Martha and Riley stared out the porthole of their escape pod and out into space, the two keeping rather calm, considering.

"The wonderful world of space travel," Riley broke his silence, "The prettier it looks, the more likely it is to kill you."

"He'll come for us," Martha stated with conviction, clinging to her faith to help keep her calm even as she saw her friends faces in her mind's eyes – the Doctor shouting Sophie's alarmed and scared.

Riley shook his head, "Nah, it's too late. Our heat shields will pack in any minute, and then we go free fall. We'll fall into the sun way before he has a chance to do anything."

"You don't know the Doctor," Martha murmured, still staring out the porthole, "I believe in him," she sighed, "Kinda wish Sophie was here. She's got this knack, you know?" she glanced at him briefly, before she turned her gaze back out the porthole "Helps you too stay calm," her insides quailed with growing fear, "I could use that right about now."

Riley eyed her, "You're lucky," he observed, "I've never found anyone worth believing in – let alone two."

Martha blinked at that and then smiled, before she turned her head fully to look at him, "No girlfriend? Boyfriend?"

Riley shook his head, "The job doesn't lend itself to stable relationships."

"Family, then?" Martha questioned.

"My dad's dead, and I haven't seen my mum in 6 years," Riley explained, "She didn't want me to sign up for cargo tours. Things were said, and since then… all silent. She wanted to hold on to me, I know that. She's so stubborn!"

"Yeah," Martha murmured a small quiver to her voice, "Well, that's families."

"What about you?"

"Full works," Martha replied, "Mum, dad, dad's girlfriend, brother, sister. No silence there. So much noise. Oh God!" she exclaimed as a horrid realisation struck her. Tears starting to slide down her eyes, "They'll never know! I… I'll just have disappeared," she shook her head as more tears fell, "And they'll always be waiting."

"Call them," Riley told her and Martha looked at him slightly stunned. Not comprehending for a moment that she actually could.

 ***O*O*O***

Ashton paused in his trek towards engineering as he stepped through the door to area 30. He turned and headed up a flight of metal stairs, where McDonnell stood at the top of them. She turned at the sight of him heading up them and walked away. Ashton followed her, he stepped through the plastic in the med-centre doorway and paused, his eyes on the stasis chamber, before he started to walk forward.

McDonnell jumped out of the shadows and punched him in the stomach, making him double over, winded. She started wrestling him towards the stasis chamber, pushing him head first into the machine, struggling against his strength as she flailed for the activation switch. She slapped her hand against it and continued to hold him down until the chamber had done its work, dropping the temperature in his head rapidly, until he stilled, dead. She bent over, panting slightly as she caught her breath, relieved.

 ***O*O*O***

"Come back in one piece," Sophie murmured, her hands twisting together as she eyed the Doctor as he stood dressed in an orange spacesuit, the helmet tucked under his arm, desperately trying not to think of the last time she'd seen him dressed like that. They'd almost lost him to a blackhole along with the planet, "You, and the suit."

"One piece and I'll get Martha back," the Doctor promised, "Could use some luck though," he added with a gesture towards his lips.

Sophie rose up on her tiptoes and pressed a kiss to his lips, "Good luck…" she murmured against them, before lowering back down to the flats of her feet, "And be careful."

"Promise," the Doctor assured before he turned to go to the airlock, shifting the helmet out from under his arm.

Scannell shook his head, "I can't let you do this."

"You're wasting your breath, Scannell," the Doctor retorted firmly, "You're not gonna stop me."

"You want to open an airlock in flight on a ship spinning into the sun," Scannell protested, "No one can survive that!"

"Oh, just you watch," the Doctor retorted firmly.

"My eyes'll be glued," Sophie stated, sweaty gloved fingers twisting together in front of her anxiously.

"You open that airlock, it's suicide," Scannell refuted, "This close to the sun, the shields will barely protect you."

"If I can boost the magnetic lock on the ship's exterior, it should remagnetise the pod," the Doctor stated, "Now, while I'm out there, you have to get the rest of those doors open. We need those auxiliary engines."

"Doctor, will you listen!" Scannell shouted with frustration, glowering, "They're too far away. It's too late."

"I'm not gonna lose her," the Doctor retorted firmly, before he took the helmet out from under his arm and put it on his head. He turned, his eyes going to Sophie. Their eyes meeting for a moment, before he turned and walked past Scannell, the door to the airlock sliding open for him. He stepped inside an intense determined expression on his face, the door sliding shut behind him. The sun blazing out the exterior window.

Sophie bit her lower lip, her fingers still clenched together, "Be safe," she murmured softly, wishing in that moment that she had someone's hand she could cling to or a shoulder to lean against – last time she'd had Rose with her. This time she was alone in waiting for those she cared about to come back.

"Decompression initiated," the computer announced and Sophie heard a hiss like sound as the air was removed from the airlock the Doctor was stood in. She worried her lower lip harder as the computer continued, "Impact in 12.55."

 ***O*O*O***

Francine's phone rang again. She stepped over to it and picked it up off the sideboard, recognising Martha's number as she glanced at the screen. She brought it up to her ear as she answered it, "Hello."

"It's me again," Martha's voice came through the phone, "Sorry about earlier."

Francine frowned, concerned at her tone, "Is everything alright?"

"Yeah," Martha swallowed, trying to keep her voice light and cheery, "Of course."

"Martha?" Francine questioned.

"Mum, I…" Martha trailed as her voice wavered, "You know I love you, don't you?"

"Course I do," Francine assured, her brow furrowing further in increasing concern, "What's brought this on?"

"I never say it. I never get the time. I never think of it and I…" Martha's voice broke, "I really love you. Tell dad, Leo and Tish that I love them."

Francine swallowed, glancing briefly at the tall blond woman in a black suit that was sitting at her table with earphones in monitoring the conversation, before looking away again, "Martha, what's wrong?"

"Nothing, I promise," Martha tried to assure.

"Where are you?"

"Just out," Martha replied, glancing about the escape pod she was trapped in, not even wanting to think about trying to explain that to her mother.

"With anyone nice?" Francine pressed.

"Some mates," Martha evaded.

Francine frowned again, "What mates?"

"Mum," Martha gritted out after a slight pause, a lump forming in her throat, tears pressing against the backs of her eyes sharply, "Can we not just talk?"

"Of course," Francine agreed a little startled, "What do you want to talk about?"

"I dunno! Anything!" Martha exclaimed fighting to keep her tone even, "What you had for breakfast. What you watched on telly last night. How much you're gonna kill dad next time you see him," she suggested, "Just anything."

"Are those two with you?" Francine took the chance to question, "The Doctor and Sophie? Are they there, now?"

Martha shook her head, the tears that had been pressing hotly behind her eyes now rolling down her cheeks, "Mum, just leave it."

"It's a simple enough question."

"I'd better go," Martha sighed, giving up on having a regular conversation with her mother as she glanced out the porthole window again.

Francine glanced around at the blond woman again, who motioned for her to keep her daughter on the line, "Um, no Martha, wait!"

"See you, mum," Martha said in farewell, before she hung up, tears streaming down her face, she turned to Riley letting him pull her into a hug as she cried. Riley pressing a kiss to her forehead as he held her.

 ***O*O*O***

"Impact in 11.15," the computer warned as the Doctor walked towards the exterior airlock, "Heat shield failing. At 10 percent."

The Doctor pressed a button opening the exterior door and recoiled slightly from the heat and brightness of the nearby sun. He gritted his teeth as he recovered and grabbed hold of the frame, battling against the vacuum as he began to climb out onto the outer hull of the ship, clinging to the frame work tightly as he was almost swept away a couple of times as he worked his way over to the controls.

He hissed as he stretched out to reach the panel outside the airlock, but tried again, stretching his arm out trying to reach.

"Come on!" he gritted out in anger and desperation, stretching as far he could unwilling to fail – he swore he wouldn't lose another. And he wouldn't!" his fingers brushed the right button and he pressed it, "Go on, my son!" he exclaimed, before he shifted his arm up trying to reach a box just right of the buttons.

"Doctor, how're you doing?" Scannell's voice came over his personal comm.

"I can't!" the Doctor cried with frustration as he stretched as far as he could, "I can't reach!" he panted, "I don't know how much longer I can last!"

"Come on!" Scannell urged, "Don't give up now! You've got a girl waiting for you back by the airlock," he added, "She was peering out the porthole trying to see you when I left!"

The Doctor let out a strained sound, "Sounds like, Sparks," he acknowledged, bolstered by the words. He stretched further his fingers brushing the box. He gripped at the lid and tugged, ripping it off.

He stretched again, reaching with everything he had to close his hand about the lever. He shouted with effort as he pulled down with one hand and gripped at the hull with the other. He panted as the lever gave under the pressure.

 ***O*O*O***

The pod suddenly jolted and Martha and Riley were knocked backwards. Riley turned his gaze to the display his eyes widening at the word 'remagnetising' that was being displayed, "We're being pulled back!"

"I told you!" Martha exclaimed with relieved delight, before she half laughed half screamed, "It's the Doctor!"

The two turned to the porthole, staring out with excitement as their pod was pulled back towards the ship and away from the blazing sun.

 ***O*O*O***

The Doctor struggled against the vacuum as he pulled himself back towards the open exterior door of the airlock. The Time Lord managed to get back inside the airlock, falling to his hands and knees, panting for breath. He edged up further and peered over the bottom lip of the airlock. His gaze landing directly on the sun. His eyes widened with fright and confusion, the light reflecting brightly off the spacesuit helmet he was wearing.

"It's alive…" he whispered still processing, "It's alive?" his eyes widened further with realisation, "…it's alive!"

"Doctor, close the airlock now!" Scannell's voice came over the comm as he paused just outside the door to area 10.

"I can do that!" Sophie's voice came over the comm, her voice sounding anxious in the Doctor's ears, his eyes still locked on the sun, hearts beating in horrified understanding of what must have happened, "Just tell me how!"

"You just…" Scannell began as McDonnell thrust the clamp she'd been using to help him get through the doors.

"Stay here!" she demanded as she ran back the way they'd come heading for area 17 with a swift determined stride.

"Impact in 8.57."

 ***O*O*O***

Sophie punched her fingers over the keypad, Scannell's instructions in her ears as he spoke to her rapidly over the comm.

"Airlock recompression completed," the computer announced and Sophie breathed a sigh of relief before she was running over to the airlock door as it opened and the door crawled out, his eyes tightly shut and helmet tossed away from him.

"Doctor!" she called, her relief turning to concern as the escape pod docked, kneeling down beside him, hands reaching for him "What is it what's…"

"Sparks!" he cried his voice strained and angry, eyes still closed, sensing her movements as she dropped down beside him, "Don't!" he warned as he writhed on the floor. Sophie watching him helplessly frozen with her hands stretched out towards him.

"Doctor!" Martha called as she ran out from the pod, "Doctor!" her gaze landed on her friends and her eyes widened with concern, "Are you ok?" she glanced at Sophie, "What happened?"

Sophie shook her head, "I dunno!"

"Stay away from me!" the Doctor shouted as Martha dropped down beside him and turned him over, Sophie's hands joining hers to help him sit up. His eyes cracked open against his will and the blinding white light shone out from them before he slammed them shut again.

"Oh my God…" Sophie breathed, mentally reaching for him desperate to comfort or anything really as his body trembled under her hands, "You're not…" her eyes widening, mind racing, "Please tell me you're not…"

"Don't!" the Doctor rebuffed his voice harsh with worry and barely restrained anger both his own and that of the suns. As Martha backed away as he'd bid, Sophie reluctantly doing the same… her gaze fixed on him and heart pounding as he writhed on the floor.

McDonnell ran up behind them, "What's happened?"

"It's your fault, Captain McDonnell!" the Doctor shouted, his voice still his own as he fought for control of his own mind.

McDonnell stared at him shocked for a brief moment before she regained herself, "Riley, get down to area 10 and help Scannell with the doors," she ordered and pointed back the way she'd come, "Go!"

"You mined that sun!" the Doctor shouted as Riley ran to do what he was told, "Stripped its surface for cheap fuel! You should have scanned for life!"

McDonnell shook her head, "I don't understand."

"Doctor, what are you talking about?!" Martha questioned with alarmed confusion.

"That sun is alive!" the Doctor gritted trying to fight against the burning pain raging in his head. His body, "A living organism! They scooped out it's heart," he gritted, "Used it for fuel, and now it's screaming!"

"Oh God…!" Sophie breathed with horror as she put the pieces together as she stared at the Doctor his eyes screwed shut, hiding the blinding light burning behind them.

"What do you mean?" McDonnell shook her head, panicking, "How can a sun be alive?" she glanced at Sophie and Martha, "Why is he saying that?"

"Because it's living in me," the Doctor snarled from between gritted teeth, his voice straining.

"Oh my God…" McDonnell trailed horrified as she understood.

"Humans!" the Doctor spat, "You grab whatever's nearest and bleed it dry!" he insulted as he screamed in agony and anguish, "You should have scanned!"

"It takes too long!" McDonnell cried, "We'd be caught! Fusion scoops are illegal."

Sophie shook her head ignoring the woman as she stepped closer to the Doctor again, "Doctor? What do you need?"

The Doctor turned his head in the direction Sophie was standing, "You've got to freeze me, Sparks! Quickly!"

"Ok," Sophie agreed quickly. Trusting him.

"What?" Martha questioned with shock.

"Don't argue!" Sophie cried as she shifted to try and help the Doctor up.

"Stasis chamber," the Doctor expounded, "You've gotta keep me… below minus 200. Freeze it out of me!" he screamed in agony, "It'll use me to kill you if you don't," and Sophie swallowed shifting her grip on him at how scared he sounded wanting nothing more than to hug him close. Whilst Martha shot McDonnell a disgusted look, "The closer we get to the sun, the stronger it gets! Med-centre, quickly!"

"Alright," Sophie murmured softly, trying to keep herself calm instead of descending into a panic. She turned to Martha, "Help me!" she exclaimed with impatience as she struggled with the Doctor's weight, the Time Lord unable to help her as he hunched and spasmed in pain.

Martha rushed over to help, taking the Doctor's other arm, the two starting towards the med-centre. The three moving as fast as they could. McDonnell staring after them, chewing on her lower lip, guilt clawing at her as she hurried after the three.

"Impact in 7.30," the computer warned as down in engineering Korwin started to thaw, his hand twitching moving to pick up the helmet.

 ***O*O*O***

Riley reached Scannell, the man quickly throwing him a component for the unlocking system.

"What's your favourite colour?" Scannell demanded in the next moment.

"You what?" Riley blinked with confusion.

"It's the question!" Scannell exclaimed, shooting Riley a look.

"Purple!" Riley called as he ran to put the clamp on the door whilst Scannell started tapping in the answer, "Or did I say orange?" he fretted turning towards him, trying hard to remember, which he'd used for the answer.

"Come on!" Scannell shouted with frustration.

 ***O*O*O***

The Doctor let out an agonised scream as they broke through the plastic over the med-centre door and Martha rushed over to the stasis chamber, snatching up the instructions. Sophie coming up beside her as she leafed through it.

"Well?" Sophie questioned, shifting on her feet.

"I can do it!" Martha nodded, saying it for herself and Sophie. The young medical student frowning with concentration down at the instructions.

"Sparks?" the Doctor called and the curly haired brunette turned towards him, starting back over to him as he reached out blindly, "Where are you?"

"I'm right here," Sophie assured as she took his hand, squeezing, "It'll be alright," she promised, "Martha's on it," she stated before she turned to McDonnell, "Help me get him up," and McDonnell shifted taking one side, helping the shorter woman get the Doctor onto the bed of the stasis chamber, "You'll be alright," Sophie murmured again, a hand taking the Doctor's again, squeezing as he let out a pained sound.

"Minus 200 hundred, yeah?" Martha sought to confirm.

McDonnell shook her head, "No, you don't know how this equipment works! You'll kill him! Nobody can survive those temperatures!"

"If he says he can. He can!" Sophie retorted.

"He's not human!" Martha expounded a bit further at McDonnell's dubious look, "If he says he can survive, then he can."

"Let me help you, then!" McDonnell offered.

Martha shot her a withering look, "You've done enough damage," she spat before she turned back to the stasis chamber, working it out, and Sophie stood silently by the bed the Doctor was lying on, her concerned gaze on him.

"10 seconds," the Doctor called, voice straining, "That's all I'll be able to take. No more," he let out a pained cry, "Sparks!"

"I'm here!" Sophie exclaimed, reaching out to touch him, tears burning at the backs of her eyes, "I'm right here! I'm not going anywhere!"

The Doctor let out a gurgle and retched, "It's burning me up. I can't control it. If I don't get rid of it, I could kill you," his voice darkened the sun surging inside him, "I could kill you all!" he screamed, writhing, "I'm scared," he whimpered with genuine fright as he took back control of his body, "I'm so scared!"

Sophie squeezed his hands, interlacing their fingers as the Doctor shifted his grip holding her hand tightly, "I'm right here. Martha's working it out as we speak," she glanced at Martha who nodded in confirmation, "We'll have that sun frozen out of your head in a jiffy."

"It's bloody killing me!" the Doctor exclaimed with terror, screaming, "Then what'll happen?!"

"It's not gonna happen!" Sophie stated firmly, squeezing his hand again, "We've got you. You're gonna be fine."

"Sparks," the Doctor panted, "Martha doesn't know… you have to tell her… about the thing that happens if I'm about to die…"

"Shh…" Martha hushed him as she turned from the stasis chamber to look at him, "Quiet now. Cos that's not gonna happen."

"See?" Sophie soothed, "We've got you. I'll be right here. The whole time," she promised.

"Promise?" the Doctor panted, his hand tightening around Sophie's again, his grip almost painful now.

"Couldn't get me to leave," Sophie smiled a bit, "Even if you tried," the Doctor gave jerky nod, a pained sound escaping his throat.

"Are you ready?" Martha asked.

The Doctor tightened his hand about Sophie's again, "No!" he felt the bed move as Martha controlled the joystick that operated the bed and he forced himself to release her hand, fingers stretched out, as if reaching for her.

The bed came to a stop when he was fully inside the chamber, and Martha turned to the keypad, typing in 200, before pressing the green button. Sophie flinched as the Doctor screamed once again as his body temperature dropped rapidly.

"Heat shields failing. At 5 percent."

 ***O*O*O***

Korwin got to his feet. A ping sounded drawing his attention and he turned his gaze landing on a monitor that was displaying 'Power drain med-centre. Stasis chamber active.' He walked over to a lever and pulled it up and on the monitor 'Active' became 'Inactive'.

 ***O*O*O***

"No!" the Doctor groaned, his body covered in icy crystals, "Martha, you can't stop it!" he cried, "Not yet!"

Sophie frowned, "She didn't…"

"What happened?!" Martha turned to McDonnell.

McDonnell frowned at a terminal, "Power's been cut in engineering," she reported.

"But, who's down there?!" Martha asked.

McDonnell pursed her lips, the answer coming to her in a flash – the only possibility left, "Leave it to me."

"Impact in 4.47," the computer reported as McDonnell ran from the room Sophie and Martha watching her. Sophie's head snapped back towards the terminal as the Doctor let out anther agonised scream.

 ***O*O*O***

Riley and Scannell sprinted through the door of area 4, running to the next one, Riley securing the clamp to the door as Scannell dealt with the backpack.

"Reckon we'll do it in time?" Scannell questioned as he typed at the keypad. Riley remained silent looking on with a resigned expression on his face.

 ***O*O*O***

"Come on!" Martha exclaimed, "You're defrosting," she noted as she peered into the stasis chamber to see all the crystals had melted away.

"Listen! The both of you!" the Doctor cried and Sophie shifted so that she was peering into the stasis chamber too, "I've only got a moment. You've gotta go!"

"Not happening!" Sophie denied, her arms crossing.

"No way!" Martha shook her head.

"Get to the front!" the Doctor ignored their protests, "Vent the engines. Sun particles in the fuel, get rid of them!"

"Is that a two-person job?" Sophie questioned.

The Doctor gritted his teeth, "…No…"

"Then I'm staying," Sophie determined.

"I'm not leaving you!" Martha cried.

"You've gotta give back what they took!" the Doctor exclaimed through the pain, his body twitching in agony.

Martha hesitated glancing from the Stasis chamber too Sophie, before she nodded, if one should be staying it was Sophie. As much as she didn't want to leave either of them either, "Ok! But I'll be back for you two!" she shouted and ran for the door.

"Sparks! Please go!" the Doctor shouted, terror making his voice break.

"I promised, I wouldn't!" Sophie cried.

"I don't wanna kill you, please!" the Doctor cried, his hearts beating frantically, breaking at the very idea.

Sophie shook her head, leaning against the stasis chamber as she continued to peer in at him, tears starting to well in her eyes, "You won't!"

The Doctor bit back a wobbly cry, wishing that he could be so sure… the sun wouldn't be merciful. It was too angry. In too much pain to care who was guilty and who wasn't!

"Impact in 4.08."

 ***O*O*O***

McDonnell jerked to a stop as she stepped through into engineering as Korwin, or what remained of him blocked her path, "You were right," she told the sun as she eyed the lever she needed, "It was my fault."

She made to grab the lever, but Korwin reached out and she stopped. He stepped forward, going to open his visor. McDonnell ran and Korwin lowered his hand as he followed.

"Impact in 3.43."

 ***O*O*O***

Martha ran as fast as she could, entering into area 21 and continued on, breathing harshly with exertion, but not stopping.

 ***O*O*O***

McDonnell crouched down, hiding in the airlock, one without an escape pod as she waited, hearing Korwin as he stalked through the corridor, looking for her. Korwin reached the interior airlock, peering through the porthole.

His gaze landed on the sun that was blazing outside the exterior hatch. He opened the interior door and stepped through. He looked down, his gaze landing on McDonnell, who swallowed and straightened up.

"I didn't know," she informed the sun as she walked towards the exterior hatch, "I really didn't know," she turned to face him as Korwin started advancing on her and she put out a hand in an attempt to stop him, "Korwin, please stop," she pleaded.

"Everyone. Must. Burn!" the sun that had overwhelmed Korwin replied menacingly, voice deep with rage and pain.

McDonnell reached from her position right in front of the exterior hatch and hit a couple of buttons, closing the interior airlock door, before she activated the comm, "Riley, Scannell," she spoke into it, never taking her eyes off her husband.

 ***O*O*O***

Riley and Scannell paused and then rushed over to the comm.

"I'm sorry."

Scannell stiffened, "McDonnell! McDonnell!" he shouted, but got silence.

 ***O*O*O***

McDonnell pressed the big red button that opened the exterior hatch before she reached for her husband, grasping him on either side of his face, drawing him close, "I love you…" she whispered as she wrapped her arms around his neck, before they were dragged out the open door by the vacuum of space.

The two falling towards the sun.

 ***O*O*O***

"Exterior airlock open," the computer reported and Scannell and Riley exchanged a look realising what had happened.

Riley shook himself, "It's the last door!" he hurried back over to it, "We've gotta keep going!"

"Impact in 2.17. Primary engines critical."

 ***O*O*O***

"Doctor!" Sophie exclaimed back up a bit from the stasis chamber as he started to clamber out, "What are you doing?!"

"S-Sparks!" he panted as he all but fell out of the chamber, "I can't fight it! Get out!" he cried as flailed a bit on the floor, fight the sun inside him.

"What are you talking about?!" Sophie retorted, her eyes wide as she watched him as he struggled to his feet only to be thrown by an invisible force over the controls of the stasis chamber, "Of course you can! You're doing it right now!"

"Sparks, listen! Please!" the Doctor begged as he hit the floor again, a pained scream ripping from his throat, "Get away!"

"No!" Sophie shook her head adamantly as the Doctor fought to get back up to his feet, crawling across the floor a short-ways as he did so. Sophie moved in front of him, "I'm not leaving you! And, you're not gonna hurt me!" she swore crouching down reaching for him, "You're too strong for that!"

The Doctor panted, squeezing his eyes shut, fighting the suns command to open his eyes, to burn her, "I'm… I'm not so sure, Sparks!"

"Course you are!" Sophie told him firmly, "Strongest, bravest, most brilliant man, I know!"

"I can't…" the Doctor writhed, squirming away from her light touch as the urge to open his eyes grew and his body crawled forward a bit more against his will, "I can't…" his body trembled, getting to his feet on wobbly legs.

"You can!" Sophie cried as he started for the door, trailing after him, her hands clenched together in front of her now, "I know you can!"

"Repeat. Primary engines critical," the computer announced, "Survival estimate projection 0 percent."

"Martha!" the Doctor shouted as he stumbled slowly along the corridor, following after Martha despite his efforts not to.

"Doctor!" Martha shouted back when she heard him, "What are you doing?! Where's Sophie?!" she shouted suddenly concerned something had happened.

"I'm fine!" Sophie shouted as she came up beside the Doctor, "I've got him!" she promised, "You concentrate on dumping the fuel!"

"I can't fight it!" the Doctor gasped as Sophie moved so that she was in front of him, slowly walking backwards for the moment.

"You can!" she insisted, "I know you can!"

"Run, Sparks, please!" the Doctor panted, "Or burn with me," his voice deepened, menacingly as the sun surged to the surface, his eyelids twitching as he fought to keep them closed, to not burn Sophie.

"I'm not going anywhere!" Sophie shook her head, coming to a stop, staring at the Doctor head on, "And you're not burning anyone else!" she cried, tears that had been pricking at the backs of her eyes, spilling over and down her cheeks, "You'll have to go through me first! And, the Doctor won't let you!"

"Burn with me," the sun repeated.

"We're giving it back," Sophie tried, "We're trying to make it right, and I'm sorry. Really sorry this happened to you. It shouldn't have – but please, just listen!"

"Burn with me," the sun trying to overwhelm the Doctor repeated, struggling with the Time Lord to open his eyes.

Sophie swallowed, staring unflinchingly as tears continued to run down her cheeks as she gazed at the man she loved, "Go on, then! Cos, I'm not moving. No force in this universe could get me to leave him – not now. Not like this," not when he was so afraid and alone. Not when he needed her to stand up and try for him.

The Doctor's hands reached up gripping her arms through her leather jacket tightly, "Burn with me," the sun demanded. The Doctor let out a scream, ripping his hands down away from Sophie and turning falling to the floor as his eyes opened, "No! Not Sparks!" he gritted, fighting to close his eyes again, to screw them shut as the blinding light bathed the wall of the corridor. A hand twisted back towards her warding her off.

"Doctor!" Sophie cried as he let out another scream.

The Doctor managed to screw his eyes tightly shut, his muscles straining as he fought the raging sun for dominance of his body, "Sparks!" he cried, his hand thrown back to keep her away now reaching for her blindly.

Sophie slid over to him, dropping to her knees, sending a painful jolt through them but not caring barely realising the pain as she gripped his hand as he turned towards her, "I'm here! Right here!" she cried as his head came to rest in her lap. His body writhing as he warred against the sun.

"I won't," he gritted, his hand tight about Sophie's, her free hand stroking his damp hair trying to offer what little comfort she could, "I won't!"

"Impact in 1.21."

 ***O*O*O***

"Got it!" Riley shouted as the last door swung open and he and Scannell ran through the door and into area 1.

"Life support systems reaching critical," the computer reported as the two raced over to two separate keypads that operated the auxiliary engines, "Repeat. Life support systems reaching critical. Impact in 1.06."

Scannell and Riley typed commands into the keypads as fast as they could get their fingers to move. Hit the last button, the two rushed over to a wall covered in switches, wires and buttons. The two frantically pulling at some, switching others and pressing at buttons.

"Collison alert," the computer warned, "Collision alert."

"It's not working," Riley called as he peered at screen, "Why's it not working?"

"Collison alert," the computer repeated as Martha darted through the open door to area 1, "58 seconds to fatal impact."

"Vent the engines!" she shouted at them, panting for breath, but not pausing in giving the Doctor's instructions, "Dump the fuel!"

"What?" Scannell frowned at her.

"Sun particles in the fuel," Martha hurried to explain as best she could, "Get rid of them!" she scowled as neither moved, "Do it! Now!"

The boys sprang into action, heading to two practically identical walls and began to rapidly turn dials.

Martha shifted impatient with worry for the Doctor and Sophie who was still with him, "Come on, Doctor. Hold on," she murmured. A jolt rocked through the ship as one of the boy's twisted the fuel dispersal dial, the lurching flinging them about.

 ***O*O*O***

In the corridor Sophie tightened her grip on the Doctor, hunching over him protectively as his mutterings of 'I won't' turned to screams again. The petite brunette murmuring soothing words that she wasn't even fully aware of – just speaking to him.

And, then his scream cut off another announcement coming over the comm, one that Sophie was hardly aware of as she stared at the Doctor with anxious eyes as he slowly turned, pain still in his movement. He blinked up at her brown eyes meeting hazel flecked blue and he smiled up at her, "Hi."

Sophie gave a sort of watery laugh filled with relief as she smiled back, "Hi!" and then in the next moment she was in his arms, whether she'd thrown herself forward or he'd pulled her down she couldn't tell you and she didn't care as she felt his arms wrapped tight about her. The Time Lord grinning into her neck.

 ***O*O*O***

"There! The auxiliaries are firing!" Scannell shouted, before the ship gave another lurch as it started to pull away from the sun just as the countdown reached its last second.

"Impact averted. Impact averted. Impact averted."

"We're clear!" Riley grinned with relief, before embracing Scannell, "We've got just enough reserves."

Martha grinned back, nodding with relief, before her eyes widened and she turned running back down the corridor, "Doctor!"

She ran back through the length of the ship, coming screeching into the corridor where the Doctor and Sophie where to see the worse for wear looking Time Lord being helped to his feet. She grinned at them as they noticed her and ran towards them, hugging the two with relief, feeling their own arms coming around her in return.

 ***O*O*O***

Riley and Scannell stood to the side as the Doctor, Sophie and Martha walked around the blue box that they claimed was the ship they'd arrived in.

Scannell shook his head, "This is never your ship!"

"Compact, eh!" the Doctor grinned, "And another good word, robust! Barely a scorch mark on her!" he shot Sophie a wink, "Told ya she'd be alright."

Sophie nodded, grinning herself as she patted at the exterior wood of the ship in relieved greeting, "That you did."

Martha turned to the two remaining crew members, "We can't just leave you with no fuel."

Riley shook his head, "We've sent out an official mayday," he explained, "The authorities'll pick us up soon enough."

"Though how we explain what happened…" Scannell trailed, it was just a bit unbelievable and he'd been there.

The Doctor opened the door to the Tardis, "Just tell 'em. That sun needs care and protection just like any other living thing."

Scannell nodded and the Doctor turned and strolled into the Tardis, Sophie following him with a parting wave.

Martha moved to follow only for Riley to grab her arm, drawing her gaze back to him, "So… uh, you're off then?" he started a bit awkwardly and Martha nodded, eyeing him, "No chance I'll see you again?"

"Not really. It was nice… not dying with you," and the pair gave a half-hearted laugh, "I reckon you'll find someone worth believing in."

"I think I already did," Riley admitted, meeting her eyes.

Martha blinked unsure how to respond for a brief moment, before she flung herself at him. seizing the moment, as she kissed him. Pleasantly surprising Riley whilst Scannell watched them for a brief moment before shaking his head and looking away.

Martha pulled back and shifted unsure again, "Well done," she decided upon, smirking a bit over her shoulder at him as she turned to start for the Tardis, "Very hot."

Riley laughed as she closed the door to the Tardis behind her, only to fall silent the two left in the ship blinking with surprise as a strange wheeze started and the ship faded in and out before disappearing completely.

Scannell and Riley exchanged a look, "Not a word," they decided in unanimous agreement. The living sun would be difficult enough without a disappearing box that was a spaceship.

 ***O*O*O***

"So," Martha beamed as she approached the console, "Didn't really need you in the end, did we?" she took in the Doctor's sad and distant look. A similar one on Sophie's face, "Sorry," she murmured smile fading as she was brought back down to earth from her joyful high after her kiss, "How are you doing?"

The Doctor straightened, forcing himself to snap out of his thoughts, "Now, what do you say? Ice skating on the mineral lakes of Kur-ha," he glanced from Martha to Sophie and back again, "Fancy it?"

Martha sighed with disappointment at the obvious dodging of her question, "Whatever you two like," she muttered.

"Oh," the Doctor added with an air of realisation, "By the way, you'll be needing this," he said drawing her gaze back to him as he pulled out a Tardis key on a long chain out of his pocket and holding it out to her.

"Really?" Martha breathed in disbelief.

"Frequent flier's privilege," the Doctor grinned.

"He was gonna give it earlier," Sophie murmured, smiling at Martha's excitement as she accepted the key, "But we kinda got distracted."

The Doctor nodded, "Distress signals can do that," he turned his full attention back to Martha, his expression changing to a sincere one, "Thank you."

"Don't mention it," Martha murmured in response, grinning from ear to ear, before her expression froze a second before her expression fell, "Oh, no!" she breathed, "Mum!" she felt for her phone, pulling it out and dialling her mother as she started from the console room, "It's me again," she spoke into it as her mum answered, "I'm sorry about earlier. Over emotional. Mad day…" she fell silent as she listened to her mum's response, "Yeah," she agreed, "Tonight. Do my best. Uh, just remind me. What day is it again?" she asked as she began up the stairs, "Right. Of course. I'll be round for tea. Roughly," she added as she disappeared out of sight, leaving the Doctor and Sophie to stare after her.

The Doctor turned his gaze from the stair way to look at Sophie, "And, thank you," he murmured reaching out a hand to cover one of hers where it rested on the console, "For not leaving me. Believing in me."

Sophie shifted her hand under his, so that she could hold it, "I never will. And," she smiled a little teasingly, "Always."

The Doctor grinned, before he turned to the console, "Now, what do you say? Ice skating or… I did promise to show you something lovely in this system," he started round the console, "A constellation I believe."

"Actually," Sophie cut in, making him pause in flicking a switch another hand hovering over a dial as he looked at her. The petite brunette's cheeks flushing a bit, "Um… I think. I mean, I wouldn't mind just…" she puffed out a breath her cheeks growing hotter as she tugged at the end of her extremely mussed ponytail, "I could do with just some cuddles."

The Doctor blinked at her and then grinned, "Cuddles sound wonderful," he murmured and brightened further as an idea struck him, "And you know, I have just the thing!" he rounded the console towards her and grasped her hand and started for the stairs with an excited purposeful stride.

"Uh," Sophie cut in again as she glanced down at herself, suddenly a bit self-conscious, "Perhaps we should shower first – uh!" her cheeks flushed hotter at how it could have sounded, "Separate ones I mean! I'm kinda sweaty and gross."

The Doctor paused, blinking at her again as he turned to look at her, "Sparks, you look beautiful," the petite brunette arched her brows at him in disbelief before looking down at herself again – nose scrunching at the smell she thought was coming off her, "I thought you beautiful when you were covered in stinky yellowish greenish slime," he pointed out.

Sophie flushed harder at the revelation even as she pulled a face at the memory of being covered in alien slime.

"But sure," the Doctor conceded, a little impatient to be cuddled up with her now that the idea had been solidified in his head, "Meet me in the solarium in 15!" he called over his shoulder as he started away. His mind abuzz with what he needed to do in those 15 minutes.

Sophie blinked staring after him, mutely for a moment, before she burst into action. She only had 15 minutes to shower and change!

 ***O*O*O***

Sophie gnawed on her lower lip pacing about her bedroom as she tugged on her still damp hair that she'd thrown into a quick braid. The petite brunette missing Rose something shocking as she contemplated an issue she'd never really had before. Just what in the hell was supposed to wear to uh – a cuddle session.

She had no clue! It sorta felt like a date! But not a date… was it? It was just cuddles…! Sophie pouted and groaned – she was running out of time and she didn't want to be late. Rose would know she was sure. The blond would probably be laughing at her. All smug! But she'd have an answer… her panicky thoughts cut off as the Tardis let out an amused hum and Sophie shot her an unamused look, "Not helping Sexy! I'm having a bit of a crisis here!" she whined with a pout. She wasn't used to this kind of thing. It was hardly her fault she'd never really dressed with a boy of any type in mind before. Let alone the Doctor… it'd always been brought to her attention after the fact! She tugged at the end of her braid, why couldn't it just be easy?

A knock sounded on her door, "Who is it?!" Sophie called glancing down at her towel that was wrapped around her.

"Martha!" came the response and Sophie blinked startled and then started for the door, "Uh," she continued with some confusion, "The Tardis seemed adamant that I come here."

Sophie cracked open the door and peered out and Martha with hopeful eyes, "Do you know what to wear to cuddles?"

Martha blinked a bit stumped at the question for a moment as she eyed the other woman, "Uh… that depends," she tilted her head slightly, "Is it, 'sexy cuddles' or 'cuddles'?"

Sophie felt her cheeks flame, "Oh! I hadn't thought of that!" she bemoaned a bit, stepping back from the door and letting the bemused Martha in.

"Just cuddles then," Martha decided, lips quirking in amusement as she closed the door behind her and started over to the open doors of Sophie's wardrobe as Sophie tugged on the end of her braid again watching her.

 ***O*O*O***

Sophie stepped into the solarium to see the Doctor already there, waiting on the couch that had folded out into a bed that Sophie recalled being surprisingly comfy. The petite brunette feeling a tad under dressed in her red and black pyjama pants and short sleeved pyjama shirt – her hair down again and her gloves left discarded on her bed. At seeing him in his brown pinstripe suit now instead of his blue.

The Time Lord grinned at her and sat up as she approached easily shedding his jacket tie and shirt in swift movements, before lying back down. Sophie blinked and looked away briefly as she felt a small flush heat her cheeks before she shook it off. Her gaze going back to the Doctor as he patted the bed beside him invitingly. She smiled and joined him on the bed, scootching over to him as he grabbed the blankets from the end of the bed, pulling them over them. The pair getting comfortable under the covers.

Sophie let out a soft happy hum as she cuddled against the Doctor's chest, his arms wrapped around her warmly. Her gaze lift to the bright starry constellation being displayed on the ceiling above them. She sucked in an awed breath, "It's beautiful."

The Doctor grinned, "Thought you'd like it. It's the Tijji constellation, biggest and brightest in the Torajji system."

The Doctor rambled on, speaking softly as he pointed out different stars even going so far, after a while, as to grab the sonic from where he'd left it on the floor, despite Sophie's quiet murmur of protest at being disturbed from her position by the movement to shift the view so that they were looking at the entire system.

Sophie felt her eyes getting heavier some time later and she shifted slightly turning her face so that her cheek was resting more fully against the Doctor's chest.

The Doctor blinked glancing from the ceiling to where she was cuddled against his chest, "You falling asleep, Sparks?" he murmured softly.

"Hmmm," she sighed, "Can't help it," she half mumbled shifting against him slightly as she got more comfortable, "You're comfy and this bed's cosy," and she was suddenly feeling exhausted now that the adrenaline was gone.

"Planning to use me as a pillow?" the Doctor murmured a little teasingly.

Sophie frowned, her eyes fluttering as she got herself to open them, "I can get up if you want," she said shifting as if to sit up not wanting to inconvenience him. She'd only asked for cuddles after all. And he didn't really need sleep like a human did.

The Doctor shook his head and tightened his arms around her, "Nope I'm happy to be a pillow," he grinned, "Just so long as you don't mind being the blanket."

"Happy – blanket," Sophie murmured relaxing against him again.

The Doctor grinned, sniggering lightly as he couldn't help but imagine what Sophie's reaction would be if she was fully awake, "My happy blanket," he chortled lightly. He stroked his fingers lightly over her arms, his gaze focused on her as her breathing slowed and evened out as sleep claimed her. He slid a hand up her arm, before touching his fingers gently to her face, sliding them up to brush some of her hair off her face, "Love you, Sparks," he murmured and then grinned as she mumbled something in return that he made out to be 'love you too'. He settled deeper into the bed, settling his arms around her again, before closing his eyes. His ears picking up the soft sound of the Tardis flicking the lock on the solarium door into place so that they wouldn't accidentally be disturbed. The Time Lord allowing himself to fall asleep to the soft sound of Sophie's rhythmic breathing, feeling it washing warmly against his chest.


	8. Chapter 8 Human Nature

**Disclaimer:** I don't own Doctor Who. Just Sophie my o/c.

 **A/N:** A big thank you to everyone who read, followed/favourited and reviewed the previous chapter. And of course, another to **Maethoriel Artemis** for pre-reading and offering feedback as always.

Sorry this chapter took a bit everyone. Writing Sophie, well, coming up on the climax of series three fairly soon. Important stuff going down, so I'm finding it a little difficult. Thinking I might go on to another fic and recuperate a little on Sophie before starting to work on 'Family of Blood' as I actually found writing this chapter fairly taxing.

 **CHAPTER 8**

 **Human Nature**

"You should just talk to him," Martha insisted from where she was seated on the end on the slightly shorter brunette's bed in the small Victorian room that had been assigned to her.

Sophie frowned, her heart clenching with a painful pang and she wrenched her brush through the length of her hair a bit harsher than she'd intended making her wince as the bristles caught on a knot, "He hasn't so much as looked at me," she muttered a little tightly – 2 months and they hadn't shared a look, let alone a word.

Martha rolled her eyes at Sophie's back, "He's pining after you," she stated firmly.

Sophie frowned and lowered her brush as she glanced over her shoulder at her friend, "Pretty sure looking is involved with 'pining'."

"He's totally been looking," Martha insisted persistently, "Just whenever you haven't been – just like you've been doing with him," it had been cute to begin with – now months in, it was just plain painful to watch them playing 'eye-tag' on a serious level – they'd practically made an art out of it. A painful to witness art. It was so obvious to her that he was trying to work up the courage to talk to her, "He's totally pining," she huffed eyeing Sophie's back, detecting a weakening of the shorter brunette's certainty as she tacked on, "Crazy pining – so can you please just put the poor bloke out of his misery!"

Sophie sighed and started running the brush through her hair again, "I dunno, Martha," she muttered miserably, "This could get all kinds of… complicated."

Martha shook her head, "I think you're overthinking it – he's still the Doctor, just a human him," her gaze went to the time and winced, "I've gotta go," she stood smoothing her hands down the skirts of her dress, "Just think about," she urged as she stood and walked out the door, closing it quietly behind her.

Sophie shoulders slumped slightly as the door clicked closed. He was… he was, but he wasn't. John Smith was his own person with his own quirks. Quirks she'd learnt little by little as she watched him from a distance whenever they crossed paths. And God, didn't that make her feel like a creepy stalker person. But she wasn't sure she could get close and not fall for John Smith who was the Doctor and wasn't at the same time. A man who didn't seem to know her from any other person on the campus – the only time he seemed to look her way was when he was glancing past her or over her or any variant of.

But then… Martha didn't seem to think so. She seemed to believe the opposite. She bit her lip and looked down, hope flaring in her chest. She was so terrible at noticing those types of things on her own. She shook her head trying to free herself from the thought – thinking like that would only lead to more pain than what she was feeling now with the distance that was between them. Not being anyone to him but someone else on the campus. Just another friend of Martha's to his mind. She was almost one hundred percent certain of that.

Her gaze went to the Victorian clock on her wall and her eyes widened with alarm, "Bugger!" she cursed and dropped her brush down on the vanity she was sitting at and quickly went about organising her hair in a simple style suitable for the time the three time travellers had found themselves living in.

She was going to be late if she didn't get a wriggle on! And with scary brows looking over her shoulder just waiting and looking for any excuse to berate her – late was the last thing she wanted to be!

 ***O*O*O***

The Doctor ran into the Tardis, Sophie and Martha dashing in after him, out of breath, "Get down!" he shouted as a blast from an energy weapon sounded and the two women hit the floor without hesitation.

The Time Lord slammed the door shut on the firing aliens, before he turned to his companions, rushing over to help Sophie up, "Did they see you?"

Sophie shook her head, swallowing heavily, "Don't think so!" she exclaimed as the Doctor helped Martha clamber to her feet.

"Did they see you?" he demanded urgently.

"I don't know!" Martha exclaimed, "I was too busy running!"

"Sparks! Martha!" the Doctor said seriously, eyeing the two with wide urgent eyes, "It's important… did they see your face?"

"Don't see how they could have," Sophie replied.

"They couldn't have," Martha agreed and the Doctor nodded and dashed over to the console, running around it urgently.

"Off we go!" he called as the two women came to join him at the console, standing on either side of him as the Time Lord stared at the rotor intently as it rose and fell as he sent her hurtling through the vortex, "Ahh!" he exclaimed with annoyance a moment later as a warning beep sounded from the console's monitor as symbols appeared upon it. He grabbed it, turning it towards him and stared at it.

"What is it?!" Sophie asked urgently as she peered at the monitor around his arm.

"They're following us," he replied as he swiftly moved back over to the controls, moving his hands over them.

"How can they do that?!" Martha asked with growing alarm as she stared at the Doctor wide-eyed, "You've got a time machine!"

"Stolen technology," the Doctor replied, "They've got a Time Agent's vortex manipulator. They can follow us wherever we go, right across the universe…"

"Oh, not good…" Sophie bemoaned as she eyed the Time Lord with concern as he murmured.

"They're never going to stop," he ran a hand through his hair nervously as he stared ahead him, thinking, "Unless…" he murmured quietly, "I'll have to do it…" he muttered, before he turned his head meeting Sophie's eyes intently, "Sparks, you trust me, don't you?"

Sophie nodded, "You know I do," she stated as she eyed him with increasing concern.

"Martha?" the Doctor asked as he turned his head to meet the young medical students' eyes just as intently as he had Sophie's.

"Of course I do."

"Good," the Doctor murmured nodding to himself as he took a breath gathering himself, before he all but dived under the console in his hurry, "Cos it all depends on the two of you," he called up to them.

Martha frowned with confusion, "What does? What are we supposed to do?" she asked as he jumped back out of from underneath the console holding an ornate pocket watch in hand, turning to Sophie.

"Take this watch, cos my life depends on it," he told her and Sophie's eyes widened, her gaze going from the watch held out to her to the Time Lord's all too serious eyes, "This watch, Sparks, this watch is…"

John Smith's eyes snapped open as he awoke suddenly, he blinked a few times taking in the Victorian room he was in, it taking a moment for him to separate himself from the all so life like dream he'd been having. His ears picked up the sound of a ticking clock and the sound of voices in the corridor outside his room as he took in what he could see of the familiar wood panelled room he lived in on the schools campus.

He sat up, throwing his blankets off himself, revealing the blue striped pyjamas he had on and swung his legs over the side of the bed, setting his feet on the floor as he rubbed tiredly at his eyes. A knock sounded on his door.

"Come in," he called and the sound of the door opening reached his ears.

Martha strolled in, arms laden down with a breakfast tray, her eyes widened as she caught sight of him still in his pyjamas. She turned her back to him, "Pardon me, Mr Smith. You're not dressed yet. I can come back later."

"No, it's alright, it's alright. Put it down," he assured as he stood and shrugged on his dressing gown, tying the sash about his waist whilst Martha crossed the room, keeping her eyes down, and set the tray down on the table, "I was um… sorry, sorry," he shook his head at himself before continuing thoughtfully, "Sometimes I have these extraordinary dreams."

Martha crossed over to a window and drew the curtains back, "What about, sir?"

"I dream I'm this…" he trailed off as he searched for the right word, "Adventurer," he settled on, "This… daredevil, a madman. 'The Doctor', I'm called. And last night I dreamt you were there as my… companion."

Martha turned from the window, "Just me, sir?" she asked, her eyes hopeful as she crossed back towards the table.

"Uh, no…" John murmured, a hand coming up to tug at his ear awkwardly as a slight heat warmed his cheeks, "There was someone else there. Your friend, Miss, uh," the heat in his cheeks deepened slightly, "Miss Connolly."

Martha grinned knowingly, her eyes meeting his as she stared rather boldly for the time, before she ducked her eyes down, the smile falling away as she forced up the words to keep her part of the promise she'd made, "A teacher, a housemaid and an assistant secretary, sir? That's an impossible combination."

"Ah, no," he agreed, turning his thoughtful gaze away from her, "A man from another world, though…"

"Well," Martha attempted a much more strained smile as she continued, the lie tasting sour on her tongue as she watched the human Doctor walk over to the fireplace, "It can't be true there's no such thing."

John's gaze turned to the mantle, where an ornate watch had been placed, "This thing…" he murmured and picked it up looking at it contemplatively, something about it tickling at his memory strangely – like perhaps he should know it, "The watch…"

Martha watched him hopefully as he stared at the watch.

"Ah," John sighed as he placed the watch back on the mantle, the feeling disappearing like it had never been, forgetting about the watch on the mantle once more and Martha looked down with disappointment, "It's funny how dreams slip away," he turned back to the housemaid, "But I do remember one thing. It all took place in the future," he told her, "In the year of Our Lord two thousand and seven."

"I can prove that wrong for you, sir, here's the morning paper," she picked it up off the table and held it out to him, "It's Monday, November tenth, nineteen thirteen, and you're completely human, sir," she offered him another small slightly strained smile, "As human as they come."

"Mmm, that's me," John agreed, "Completely human," he returned Martha's smile and started towards the table to sit down to his breakfast.

 ***O*O*O***

The voices of the school choir were raised in song as they attended their morning assembly, the Union Flag being raised on its flagpole.

A group of school boys marched in regimented lines on the school grounds. A horn of a car as it drove past the main gates, to pull up near to the main door of the almost fortress like building of the school.

John Smith, dressed in a suit, a mortar board and teacher's gown walked past a group of students before turning into the main door.

"Morning, sir," one of the boy's called to him.

"Morning, sir," a boy wished him as he passed him in the corridor.

A bell rang, signalling the start of the school day as John moved further into the building, passing other teachers as they made their way towards their own classes. "Headmaster," he greeted with a nod as the man started up a flight of stairs.

 ***O*O*O***

Sophie grimaced to herself as she stepped over to a filing cabinet and carefully filed away some papers in one of the folders inside, feeling 'Scary Brow's' eyes boring into the back of her head – just waiting as he always did.

The man more than a little miffed to have a woman in his office, even as 'just' an assistant – an assistant he gave all the most boring and worst jobs he possibly could. She took a breath and plastered a happy smile on her face. The smile she'd used during her shifts when she'd been a shop girl at Henrick's. And, turned to face 'Scary Brows' who eyed her, brows twitching at her disconcertingly.

He thrust a wad of pages at her, "These need to be typed," he demanded.

"Of course, sir," Sophie nodded through her straining smile, stepping back over to him and taking the pages off him. She turned and started over to the type writer.

"Any mistakes," 'Scary Brows' spoke again and Sophie froze, her spine stiffening with annoyance, "And you'll have to redo them."

Sophie swallowed heavily, doing her best to smother her aggravation that had been growing steadily over the past two months. She turned back to him, the smile on her face now rather brittle, "There won't be," she stated, her eyes meeting his.

"See that there isn't," he harrumphed and turned away from dismissively.

Sophie gritted her teeth and turned back around, skirts swishing around her ankles as she stepped over to the typewriter and sat down on the rather uncomfortable chair, and got herself situated and the typewriter prepped with practised hands. Honestly, she found using the typewriter rather fun and would probably rather enjoy her time using it – if it weren't for 'Scary Brows' breathing down her neck every moment.

She set her fingers over the raised keys and a second later, the steady sound of clacking filled the office as she hit the keys. Her gaze flicking between the handwritten pages she'd been given and the previous blank page of paper she'd slotted into the typewriter. It 'dinged' as it hit the end and she reached out, sliding it back into position, before she started typing again. The brunette once again ignoring the feeling of 'Scary Brow's' eyes on her as he shot her glowering glances from across the office.

 ***O*O*O***

The Doctor stood at the head of a classroom, a cane in one hand and a book open in the other. On the board behind him, he written in neat copperplate writing read, 'The battle of Waterloo, 18th June 1815'.

"Advanced with little impediment. The French were all but spent, with only two battalions of the old guard remaining," he read from the assigned text book as the boys attending the class looked on attentively, "A final reserve force was charged with protecting Napoleon, but by evening, the advance of the Allied troops had forced them to retreat."

 ***O*O*O***

Sophie fought the urge to shift on her feet as she stood by 'Scary Brows' waiting as he cast a severely critical eye over the pages she'd typed up at his order. His eyebrows twitching with displeasure as he turned his eyes onto the next page.

Her gloved fingers twitched with the desire tangle in the ends of her hair, except her hair was tucked up into a bun as she waited for his verdict. The man's brow furrowing further as he focused on the next page and then finally the last, before finally looking up at her, "Very well. You may place these on my desk."

Sophie took the pages back and gladly walked over his desk, unable to help but feel a little smug that he hadn't found anything to nit-pick over so far today… though, her smugness dissipated as she glanced towards the clock, there was still plenty of the day left for him to find something… and she was almost certain he'd find something.

He nearly always did.

 ***O*O*O***

Martha looked up from what she was doing as she heard steps and smiled at the familiar figure came into view as he walked towards her, "Morning, sir," she called causing the distracted man to slow.

"Yes, hi," he replied with continued distraction barely sparing a glance as he continued on, heading up a flight of stairs.

"Head in the clouds that one," Jenny, the maid on her hands and knees beside Martha as the pair scrubbed at the tiled floor, muttered as she glanced at her friend, "Don't know why you're so sweet on him."

"I'm not," Martha muttered, "He's just kind to me, that's all. Not everyone's that considerate, what with me being…" she trailed as she pointed to her face.

Jenny smiled, "A Londoner?"

"Exactly," Martha smiled back, "Good old London Town!"

Two of the senior boys came to a stop, back tracking a little as the two friends laughed, still grinning, "Ah, now," one spoke and the pair fell silent as they looked up at the two boys, "You're not paid to have fun, are you? Put a little backbone into it."

"Yes, sir. Sorry, sir," Jenny murmured looking down and getting back to scrubbing the tiles.

"You there," the other spoke eyeing Martha, "What's your name again?"

"Martha, sir," she replied, "Martha Jones."

"Tell me, then, Jones. With hands like those," he eyed her skin colour, "How can you tell when something's clean?"

The two boys laughed cruelly as they started away together. Martha looked after them, "That's very funny, sir," she grumped after him.

'Careful now," Jenny cautioned with concern as she checked to see if the boys had stopped, "Don't answer back."

"I'd answer with me bucket over his head," Martha muttered.

Jenny laughed as the two went back to scrubbing, "Oh I wish!" she sighed, and then paused as a thought hit and she looked after the two boys again, 'Just think though, in a few years time, boys like that'll be running the country."

"Nineteen thirteen," Martha murmured softly, "They might not," she looked back down at the wet tiles she was scrubbing and started swiping the rag around again.

 ***O*O*O***

"Excuse me, ma'am," a boy murmured respectfully as he passed Matron Joan Redfern.

She gave him a brief nod and continued on, her gaze landing on John as he came into view, his arms overladen with books. She smiled as she approached him, "Oh, good morning Mr. Smith," she greeted with a smile.

John, startled by the sudden greeting, fumbled with the book stacked on top of the others, before it dropped to the floor. He stepped on it to keep it from falling further away from him, "There we go," he muttered.

"Let me help you," Joan offered.

"No, no, I've got it, no…" John assured, "Um… ah… just… to retrieve…" he muttered as he wondered how best to retrieve the book on the floor whilst the others were still very much in his arms…

At the other end of the upper corridor from where they were stood, Sophie stepped around the corner and into the corridor, a couple of books in her own arms. Her gaze immediately landed on John as he stood with Joan, the two talking… Joan smiling rather warmly. She bit her lower lip as she observed him, he seemed a bit flustered to her eyes. Flustered over what, though…? She watched him hand his books in his arms to her and then swallowed and forced herself to turn away and start in the opposite direction – not wanting to be caught staring – and it hurt to see him talking with Joan when he never seemed to look at her, or even want to talk to her. Even if Martha seemed to think otherwise…

She shook her head at herself, teeth still worrying her lower lip, forcibly turning her thoughts to navigating her way through the large school and to the library as she'd turned away from the most direct route, she had been taking…

John glanced up from picking up the book, his eyes going to the other end of the corridor his gaze landing on the back of Miss Connolly as she walked in the opposite direction, books that she always seemed to have on her, tucked under her arm. An off in her own world-ness to her gait that was also a common thing he'd noticed about her. She always seemed to be thinking. It was a common source of wonderment to him – pondering over just what was going on in her head when they chanced to be in the same room.

Which he'd found was unfortunately rare.

Yet, despite a desire to, he'd never managed to work out a good way to approach her – to start a conversation with her that she'd hopefully find interesting and enjoyable. Something that'd grab her attention and encourage future conversations. As he gazed at her retreating back, he saw a white handkerchief fall from where it had been tucked without the petite brunette's noticing as she continued strolling away.

He swallowed heavily and straightened, his heart picking up speed in his chest as with the book he'd just picked up in hand, dashed after her, snatching up the fallen handkerchief, before he realised and dashed back over to Miss Redfern, "Ah, sorry!" he apologised hurriedly and grabbed back his books from her arms, before dashing away again, running as swiftly as he could manage with his arms laden down as they were – determined now to seize the chance that had been gifted to him to strike up a conversation with the pretty brunette.

Unwittingly leaving Joan to stare after him both bemused and somewhat disappointed at being so easily dismissed in favour of another woman.

"Miss Connolly!" John called after almost dropping his books to the ground in his haste to catch her up, "Miss Connolly!"

Sophie paused in her stride at the sound of his voice and swallowed against the sudden lump that had formed in her throat, her heart beating against her ribcage as she turned to look behind her, her gaze landing on him as he ran towards her, books held precariously in his arms, her eyebrows rose as she swallowed again finding her voice as he closed in on her, "…Mr Smith?"

"Miss Connolly," he called again as he came to a stop in front of her, "You seem to have," he began, his eyes meeting hers as he moved to hold out her handkerchief towards her, forgetting the books in his arms. He fumbled them for a brief moment before the lot fell at their feet, "Oh dear…" he bemoaned, cheeks flushing in embarrassment at his clumsy fumbling, "I'm terribly sorry, Miss Connolly…"

"It's fine – no harm done," Sophie assured and quirked her lips into a small slightly strained smile as she tried to ignore the pounding of her heart, "Except perhaps to the books."

"And my pride," John muttered under his breath, only for his eyes to widen as Sophie bent down to retrieve his books for him, "Oh, no please," he tried, immediately bending down himself, "There's no need for you to trouble yourself…"

"It's no trouble," she assured as she straightened the majority of his books in her arms, John straightening too, the lone book he'd managed to grab clutched in hand. He stared at her and Sophie shifted slightly, "So uh, what can I do for you, Mr Smith?"

"Oh, right um…" John shifted, holding out the pristine white handkerchief, "You seem to have dropped this."

Sophie glanced down at it and blinked, lips twitching lightly with amusement, she looked back up at him both amused and bemused as she eyed him, "You came running after me – to give me back my handkerchief?"

"Ah, yes," John admitted, shifting slightly on his feet.

Sophie blinked, "That was," she swallowed and smiled at him her heart skipping a beat in a very telling fashion, "Very kind of you," she murmured, "Thank you."

"Yes well, I thought you might miss it…" John cleared his throat as he realised she wasn't taking it back because her arms were full with not just his books but with her own, "Here," he reached out and grabbed all the books from her arms a bit awkwardly with one arm, allowing her to grab her handkerchief from his other hand.

Sophie nodded her thanks and tucked it away, before returning her full attention to John who was regarding her with eyes that were so warm and familiar, "Um…" she swallowed and fought down the urge to clear her throat or twist her gloved hands together, "You've taken my books too," she murmured in slightly belated realisation.

"Oh, yes," John glanced down at the abundance of books in his arms, shifting them slightly so that he was holding them a tad easier, "I have – uh," he swallowed mouth a little dry with nerves, "May I escort you somewhere?"

"Oh!" Sophie shifted, feeling a light heat entering her cheeks, "Well, I'm just headed to the library right now…"

John nodded and smiled at her hopefully, "May I escort you to the library then, Miss Connolly?"

Sophie nodded, sucking in a steadying breath as she returned his smile, her stomach fluttering with what felt like madly beating butterfly wings, "If you'd like."

"I'd be honoured," he replied and Sophie worried her lower lip a little nervously as she fell into step with John as they started on their way to the school's library.

 ***O*O*O***

Sophie murmured a quiet thanks as John managed, with some manoeuvring, to hold the door to the library open for her. She stepped past him and into the library – John following her as she made her way over to the counter.

Sophie glanced about what she could see of the library, not seeing the librarian anywhere in sight, she turned back to John, "I'll just leave them here," she murmured as he deposited all the books on the counter, before taking his books back that had been on top of the ones she'd borrowed out a few days ago, "Thanks," she murmured a little awkwardly as he turned his full attention to her, "You didn't have too…"

"It's no trouble," he smiled warmly at her.

She nodded, "Still," she swallowed and returned his smile, "I appreciate you taking the time…" she trailed a bit awkwardly, wondering what was supposed to happen now, nothing like this had been covered in the Doctor's recording, "I uh…" she continued awkwardly, not really wanting to say 'goodbye' but unable to think of anything else, "I guess I'll um, see you around?"

"Oh, most definitely, Miss Connolly," John grinned at her as he nodded and Sophie smiled in return. He turned away from her and her smile faded slightly expecting him to walk away, only to blink with surprise as he swiftly turned back around, "Miss Connolly?"

Her gaze snapped up to his, "Yes?"

"Could I…" he swallowed, "That is to say, I would be delighted if you would consider joining me for tea and biscuits?"

Sophie blinked a little thrown at the sudden request, "I uh…" she swallowed against the lump in her throat as she scrambled for a response her head and heart seeming to war with each other, "When did you have in mind?"

"Now," John replied without hesitation and Sophie blinked, her eyes widening a little as her heart pounded. She'd thought she'd have a little more time – be able to talk to Martha, "That is," he tacked on, "if you're not busy…"

"I'm not busy," Sophie replied, before she could think it through. She'd been going to peruse the shelves of the library for something else to read – but that wasn't anything that couldn't wait for another time.

And, as he beamed a happy grin at her she found that she couldn't quiet remember why she'd been so nervous to accept in the first place.

"Brilliant," John stated with delight, and shifted the books he was holding so that he could offer her his arm, only for a couple to fall to the floor with a thunk, "Oh dear, again. Don't know what's wrong with me today. I just keep dropping things."

"Books can be slippery things to keep a hold on," Sophie replied as she picked up his dropped books, "Here," she added as she straightened, "Why don't I hold on to these ones?" she smiled, "Might make them easier to hold onto."

"Ah, brilliant idea," he nodded, "Brilliant. Division of labour."

"I've heard it helps lighten the load," she murmured.

"I've heard much the same," he agreed with a wide smile, "Shall we?"

Sophie nodded and the two started towards the library door. John opened the door, he gestured her ahead of him as he held it open for her as he'd done before, managing it much easier without the full load of books he'd had before.

 ***O*O*O***

"Thanks Martha," Sophie murmured a little uncomfortable that her friend was waiting on her as she set down a tray with teapot, cups and a plate of biscuits on the table that she and John where standing near, "It looks wonderful."

"Well, I can't take credit for the biscuits," Martha smiled at Sophie, "That was all the cook," Sophie returned her smile and Martha turned to John, "Will there be anything else, sir?"

"Ah, no thanks, Martha," he replied, not unkindly, "I think, Miss Connolly and I can manage."

Martha nodded and headed for the door, pausing and looking back, her eyes meeting Sophie's briefly. She beamed a grin before mouthing to her behind John's back, 'We'll talk later', before she opened the door and stepped out into the corridor and brought the door closed behind her. Grinning widely again, before she walked off down the corridor to continue the duties she had to carry out as a maid.

Sophie blinked at the closed door, the disconcerted feeling that she would be grilled by the other woman later settling on her. She shifted slightly, getting closer to the table, "Shall I pour?" she asked.

"Oh," John paused, "Yes, that might be best," he agreed, "Considering my track record with dropping things today."

"Mmm," Sophie hummed in agreement as she reached over and picked up the teapot and carefully filled their teacups.

"Sugar?" John asked as she set the teapot back down and took a seat at the table.

"Please," she agreed and he dropped a lump into her tea, before tending to his own. She picked up the milk and added some to her cup, "Milk?" she offered.

"Yes, thank you," he murmured, his fingers brushing her gloved ones as he accepted it from her adding it to his own tea.

Sophie swallowed at the brief contact, her heart skipping a quick beat in her chest. She hastily picked up her cup, "This is lovely tea," she commented and inwardly winced, could she be any more boring a conservationist?

"Yes. Martha does make a lovely brew," he agreed lightly, taking a sip from his cup, "So, are you enjoying your work as the assistant secretary? Despite uh," he paused as he smiled in amusement, "I believe you called him 'Mr Scary Brows' earlier."

"I'd probably enjoy it more if Mr Scar…" she trailed in realisation… her gaze widening slightly and she met his eyes – had she really… she internally groaned – yeah, she totally had, "You're not gonna tell him I call him 'Scary Brows', are you?"

"Miss Connolly," John started with all seriousness as he held her gaze, "I'd never divulge the secrets of a lady."

Sophie smiled and John returned it, she blinked and looked away momentarily flustered at the fluttering in her heart. She took a sip of her tea, "So," she turned her gaze to him again, "How are you enjoying teaching?"

"I'm finding it very rewarding," he replied, "Teaching the next generation."

Sophie nodded, "It is an important thing," she smiled, "But I'm pretty sure I asked how you are enjoying it?"

John hummed thoughtfully, "I hadn't really put all that much thought into that – but, you know. I think I am."

"That's good," Sophie smiled at him before her gaze drifted out his window – her mind helplessly recalling how excited the Doctor had been to be teaching and just how swiftly he'd gotten bored of standing in front of the classroom…

Sophie blinked her gaze drawn back to John at feeling his gaze lingering on her. Her brows quirked at him, "Mr Smith? Is there something on my face?"

John blinked shifted and flushed, "Ah, no – sorry. No, there's nothing on your face," he assured hurriedly, "Forgive me, Miss Connolly. I didn't mean to stare – it's just…" he trailed off as he looked away from her.

"Just?" Sophie prompted.

"It's just –," he turned his gaze back to her, "Sometimes…" he swallowed knowing how strange it was going to sound, "It feels like I've known you for years."

"Years?" she questioned carefully, "This is the first time we've truly spoken in the couple of months we've been employed at the school."

"I know," he assured, "I have – I have these remarkable dreams," he continued the words all but tumbling out in his nervousness and desire to explain, "Of excitement and adventure. Of being another person."

Sophie swallowed, "And I'm in these dreams?"

"Ah, well, yes," John admitted, "In nearly all of them really," he glanced away from her thoughtfully, "And you know, I think – in fact I'm certain they started the first time I saw you…" he trailed off as Sophie stood and turned away from him as she wandered over to the fireplace. He stood himself a bit alarmed and worried, "I've upset you…" he trailed off his eyes on Sophie's back as the petite brunette's gaze went to the ornate watch that had been left on it, clasping her hands together tightly to keep from reaching to touch it, "I'm sorry, I didn't mean to. My mouth sometimes runs away with me I…"

Sophie shook her head and she turned to face him again, "No, you haven't upset me," she assured and smiled at him, her heart pounding against her ribcage, "Just surprised is all," she moved slowly back over to the table, "Hardly what I expected to hear. But one can't help what they dream," she murmured.

"No, I don't suppose one can," he murmured his eyes on her as he relaxed as he realised, she truly wasn't offended, "In them, I keep imagining that I'm someone else, and that I'm hiding…"

Sophie sucked in a breath, concerned as she eyed him, "Hiding?"

"Um… er…" John frowned slightly a little confused that part slipping away – if he'd ever known that part at all, "They're almost every night…" he said instead, he let out a laugh, "This is going to sound silly."

Sophie shrugged, "I like silly."

John smiled at her a bit sheepishly, "I dream, quite often, that I have two hearts."

Sophie smiled at him warmly, "That sounds remarkable."

"It's all just a dream of course," he stated with a laugh at his silliness for such imaginings, "That'd be impossible."

"Well, let's see…" Sophie murmured and then hesitated realising that for the time she was probably being rather forward with a man that despite what he'd said earlier barely knew her, "May I?"

John swallowed, voice feeling lost to him in that moment, he nodded and watched as she extended a gloved hand and gently laid it against his chest.

Sophie bit her lower lip as she felt the rhythmic beating of his lone heart, before she shifted it to the other side of his chest, "Hmm, yes. Just the one heart," she murmured softly and paused as his hand came up to hold hers before she could lower it. She stared at his hand, curled gently, warmly around her own and swallowed, her heart once again skipping a beat before starting a heavy rhythm against her ribcage.

"Miss Connolly," John found his voice.

"I think," Sophie reluctantly withdrew her hand from under his and took a small step back hoping to calm her heart a little, "Given the circumstances," she swallowed against the dryness of her mouth, "That it'd be alright for you to call me, Sophie."

"Only if you'll consent to calling me, John," he replied.

She smiled at him, her palms feeling a bit sweaty beneath the thin material of her gloves, "I can do that."

John beamed a delighted grin in return and a moment later the two were seated back at the table, "I have uh," he broke the silence between them, "I have written down some of the dreams I've been having in the form of fiction."

Sophie shifted in her seat, turning to face him, "Your writing a story?"

John blinked and then smiled, pleased, "You're interested?"

Sophie nodded, smiling, "I love stories."

John nodded, "I knew that."

Sophie blinked, "You did – you're dreams?" she asked, the question feeling a little odd coming from her – when normally it was the Doctor asking her that.

"Ah, actually, no," he replied, "Every time I see you in the corridors. You've always got books tucked under your arm."

"Oh," Sophie murmured softly as John stood and moved over to his desk, picking up a black leather-bound journal.

"Well…" he murmured suddenly a little nervous about letting her see – when a lot of his dreams involved her, "I've never actually shown it to anyone before."

Sophie accepted the journal with careful hands, opening it to see the title, 'A Journal of Impossible Things' she read and smiled, before carefully turning the pages, casting her eyes over the handwritten scrawl that was John's handwriting, coupled with hand drawn images depicting the adventures they'd had – the Tardis central console, the monitor, a gasmask victim, daleks. On and on it went. She sucked in a breath as she was confronted with Rose's face as it was depicted on a page. A pang going through her heart at the sight of her 'sisters' face.

John shifted a little anxiously, eyes locked on her taking in her reaction, "You don't like it."

"No, this is…" she swallowed, "I confess I haven't read anything yet – but, you've got quite the talent for drawing."

John smiled, "It's become quite a hobby."

Sophie smoothed her hand down the page, "This is amazing. Truly."

"Would – Would you like to hear about them?" John asked.

Sophie blinked and looked up at him, lower lip caught between her teeth as she took in his hopeful expression, "I'd love to."

John beamed at her and he retook his seat, drawing it slightly closer as he peered down at the page she was on, "Oh, that's Rose," he started to explain brightly, "Well, that's what I call her character… she seems to disappear later on…"

Sophie nodded, casting her gaze down on the blonde's familiar face – yeah, she did. She turned the page and listened intently as he explained what the pictures, he'd taken the time to draw in such detail where.

 ***O*O*O***

"Ah, Latimer," Hutchinson called to a boy that was smaller in stature to him as he entered the dormitory they shared, "Here you are, Latin translation," he dropped a book on the floor and Latimer got up, obediently crossing the room to pick up the book, "Blasted Catullus," he grumbled before instructing Latimer, "I want it done by morning."

"Yes, sir," Latimer replied before stepping back over to his bed and sitting down on it, immediately getting to work.

"And no mistakes. I want it written by best handwriting," Hutchinson warned before he turned away dismissing Latimer from his thoughts as he opened a letter, "Listen," he called to Baines, who was sitting close by, "Father says he's been promoted," he read and Baines lifted his head from his book with interest at that, "Might end up in a better school."

"Ah, he should enjoy it, sir," Latimer commented looking up from the work he'd been given, "My uncle had a six-month posting in Johannesburg. Says it was the most beautiful countryside on God's Earth."

Hutchinson frowned as he eyed the smaller boy, "What are you talking about?"

"Africa," Latimer stood, "Your father."

"You been reading my post?" Hutchinson demanded to know.

"What?" Latimer questioned with genuine confusion.

"Who said Africa?" Hutchinson questioned angrily, "I've only just read the word myself," he stood from the seat he'd taken and crossed the room to the smaller boy, steps quickening as he got closer he grabbed Latimer by his lapels and forced him up against the wall as he glowered, "How did you know that?"

"I haven't…" Latimer tried to protest.

"Have you been spying on me?" Hutchinson demanded to know.

"No!" Latimer exclaimed, "I just guessed."

"What's that supposed to mean?"

"I'm good at guessing, that's all," Latimer replied helpless for any other way to explain how he'd somehow just known.

Hutchinson gave him a suspicious look that turned to anger, before he released Latimer's collar, "Idiot," he scoffed as he turned away from him.

Latimer straightened his jacket as Hutchinson strode away from him, before slowly moving back over to his bed, "Sometimes I say things and they turn out to be correct," he tried to explain, "Just little things. Tiny things. I can't help it… it's just some sort of luck."

Baines and Hutchinson stared at Latimer for a moment before Baines got to his feet, "Right, never mind that little toad," he stated dismissively, "Who's for beer?"

"You've got beer?" Hutchinson asked with interest.

"No, but Baxter's hidden a secret supply in Blackdown woods," Baines replied.

"Well what are you waiting for?" Hutchinson questioned with impatience and Baines crossed to the window and unlatched it, "Make sure the Bursar's down the pub before you go past his window," he warned.

"A bottle for everyone, is it?" Baines asked as he started out the window.

"And none for the filth," Hutchinson stated looking at Latimer as Baines climbed out of the window fully, "And hurry back, Baines," he demanded as he turned his gaze back to his friend, "I'm parched."

Baines saluted and started down the ladder, whilst Latimer looked away sadly, turning back to the work he'd been ordered to do.

 ***O*O*O***

"So, come on," Martha urged as she and Sophie walked down the night darkened street towards the pub, "Spill!" she nudged Sophie gently with her elbow, "How'd it go?!"

"It was a disaster," Sophie bemoaned much to her friend's surprise.

"It went badly?!" Martha exclaimed with her surprise and then her face fell with sympathy, "Oh, Sophie I'm…"

"No," Sophie cut in with a sigh, rubbing her arms against the biting chill in the air, "It didn't go badly."

Martha frowned and then blinked as she eyed her friend, "So… it was a disaster – because it went well. Oh, Sophie," she scoffed with a touch of despairing amusement and draped an arm over her friend's woolly shall covered shoulders, "You worry too much!"

Sophie swallowed and glanced at Martha with worried eyes, "Do you think?"

"Yes!" Martha exclaimed.

Sophie puffed out a low breath, it misting in front of her, her brow slightly furrowed with continued concern.

"Come on," Martha nudged her again and smiled encouragingly, the two coming to a stop outside the pub, "I'll duck inside and get us something to drink. You wait for Jenny. She said she'd be along soon – just had a last thing she wanted to do first."

Sophie nodded and Martha disappeared into the pub. Sophie sat down at the table just outside the pub. She blew out a low misting breath as she rested her arms on the table, gloved fingers interlaced.

She honestly just didn't want anyone to get hurt… not the Doctor, not herself and not John, because if today had done anything it was cement in her mind that John as tied as he was to the Doctor – he was his own person, with his own thoughts and ideas. His own wants and interests… she bit her lower lip, her expression troubled. She just wished that she knew what to do. That the residual memories or whatever it was John had been left with had left her with a more clarified role in his life… but she supposed she understood why. It wasn't like they could touch with him being human. He no longer had his nifty little trick to prevent her 'seeing' things with skin on skin contact – Sophie sighed miserably.

"Oh, now that's a serious expression," Jenny said as she came up to the table, jolting Sophie out of her thoughts.

"Hello Jenny," Sophie smiled at the other woman, "I was just thinking," she murmured as Jenny claimed a seat beside her, "Martha's just gone inside to get drinks."

"Wonderful," Jenny grinned happily and blew into her hands to try and warm them, "Could use a good drink after today."

"Oooh, it's freezing out here," Martha complained as she stepped back out of the warmth inside the pub and out into the night starting over to them, a tray with three pints on it in her hands, "Why can't we have a drink inside the pub?" she grumbled.

"That would be lovely on a chilly night like tonight," Sophie agreed, "Thanks Martha," she murmured as she took hold of her pint, whilst Martha sat down on the other side of her.

Jenny shook her head at them, "Now, don't be ridiculous. You two do get these notions! It's all very well those Suffragettes; but that's London, that's miles away."

"But don't you just want to scream sometimes, having to bow and scrape and behave. Don't you just want to tell them."

"Scary Brows, sure makes me want to scream on the daily," Sophie muttered, before taking a swallow of her drink.

Jenny shook her head again, "You should be careful not to let anyone hear you call him that," she warned.

Sophie shoulders slumped and her cheeks flushed, "Bit late for that…"

"Oh no – who?" Jenny gasped with alarm.

"…Joh- I uh, I mean Mr Smith," Sophie admitted after a small hesitation.

Martha grinned, whilst Jenny let out a low relieved breath, "You're lucky – head in the clouds that one. I doubt he'd say anything."

"To busy mooning over Sophie to even think it," Martha teased gently, her grin widening.

"He promised he wouldn't," Sophie half mumbled, shrinking a little in her chair, starting to feel a heat rising in her cheeks.

"I'm sure he did," Martha nodded, "They finally – after months of mooning over each other – had tea together today."

"I wasn't…" Sophie tried.

"You were," Martha cut in firmly.

Sophie sighed, "It was just tea and biscuits."

"Nothing just about it," Martha insisted lightly but persistently, "The way he was looking at you…"

Jenny shook her head, "Honestly," she eyed the two of them, "Things must be different in your country."

"Yeah, well they are," Martha agreed, "Thank God, we're not staying."

"You keep saying that," Jenny murmured.

"Just you wait. One more month and we're as free as the wind," Martha sighed, "I wish you could come with us, Jenny. You'd love it."

Jenny blinked, eyeing them, a little perplexed, "What about Mr Smith?"

Sophie swallowed, "Yeah, what about him…" she mumbled, her gaze going up to the starlight night above them.

Silence fell between the three of them, Martha biting her lower lip, a little in concern as she eyed Sophie.

Jenny shifted in her seat, "So, where will the two of you be going?"

"Dunno," Sophie shrugged a little.

"Anywhere," Martha added, "Just look up there," she gestured to the sky, "Imagine you could go all the way out to the stars."

Jenny laughed, "You don't say half mad things."

Sophie smiled fondly, "Nothing wrong with a little madness," she murmured, "Adds a little spice to life."

"Sometimes more than just a little," Martha commented and Sophie nodded, smiling widening whilst Jenny eyed them, shaking her head at them once again as she let out a bit of an amused laugh.

"Mm," Sophie hummed in agreement, the two sharing a smile before they turned their eyes up to the sky in time to see a green light flash briefly in the night sky.

"Did you see that?" Martha asked.

"Yeah," Sophie nodded.

Jenny eyed them with confusion, "See what?"

"It was right up there," Martha pointed at the sky as she stood, "Just for a second."

"The briefest of seconds," Sophie murmured as she stood beside Martha, their gazes locked on the night sky.

"Honestly, you two," Jenny murmured as she looked in the direction Martha had pointed, "There's nothing there."

A short while later, after Sophie and Martha had retaken their seats at the table with Jenny, all three pints mostly empty now, their attention was drawn to Matron Redfern as she came running by, distressed.

"Matron," Martha called as she and Sophie stood with concern, "Are you alright?"

"Yes, fine," Joan replied, barely pausing in her stride, her eyes rather wide and alarmed by what she'd seen in the field.

"Are you sure, you look…" Sophie trailed as Joan cut in rather harshly.

"Fine! I'm fine – I just…" Joan swallowed, no one would believe her, such a strange thing. It was so unbelievable – impossible, "I've got to go."

The three stared after Joan as she ran on, swiftly disappearing out of sight, "That was strange," Jenny murmured as Sophie and Martha exchanged a look.

John stepped out of the pub and out into the chilly night. His gaze landed on the three women, smiling as his gaze focused on Sophie, "Anything wrong, ladies?" he asked as he approached them, rubbing his hands together against the chill, "Far too cold to be standing around in the dark, don't you…"

"There!" Jenny exclaimed with surprise as she caught sight of a green light shooting into the sky, "There," she pointed, "Look in the sky!"

"It's that same light…" Sophie muttered with concern as she looked at the light that now resembled a shooting star.

"Oh," Jenny breathed, getting over her surprise, "That's beautiful."

"There… orgom," John murmured as the light disappeared from the sky, "Commonly known as a meteorite. It's just rocks falling to the ground, that's all," he sought to assure as he took in the concern on Sophie and Martha's faces.

"It looked like it came down in the woods," Jenny murmured, peering in that direction.

"No, no, no, they always look close, when actually they're miles off," John explained, "Nothing left but a cinder," he turned to Sophie, "Now, I should escort you back to the school," he turned to Martha and Jenny as Sophie blinked at him, her lower lip caught between her teeth as she stared at his back, "Ladies?"

"No," Martha smiled, "We're fine, thanks."

"Then I shall bid you goodnight," he told them and put on his hat, before he turned back to Sophie and offered an arm.

Sophie swallowed and took it, glancing briefly at Martha who offered her a thumbs up and she turned away as she fell into step with John. Her gloved hand tucked warmly into the crook of his arm.

Martha stared after them, waiting until they where out of earshot, before she turned to her friend, "Jenny, where was that?" she asked urgently, "On the horizon, where the light was headed?"

"That's by Cooper's Field," Jenny replied, only for her eyes to widen a second later as Martha took off in that direction, "You can't just run off!" she cried, "It's dark, you'll break a leg!" she sighed and stood, running after Martha.

 ***O*O*O***

"Are you warm enough?" John asked, glancing at Sophie as they continued along the street together.

"Yes," Sophie nodded, adjusting her woolly shawl slightly over her arm, her breath misting in the air, "Thank you."

"That's good," John nodded, before he turned his gaze back to the direction they were going, they were getting close to the school grounds, "Have uh," he swallowed a little nervously and glanced at Sophie again, clearing his throat quietly, "Have you heard about the annual dance down at the village hall tomorrow evening?"

"Uh, yeah," Sophie nodded, glancing at John a little curious, "I've heard it mentioned about the village – and then I could hardly miss all the posters tacked up around the school. They got one up in the office…" she trailed off realising that she was babbling on a bit as slightly nervous butterflies were fluttering in her stomach. She swallowed; he wasn't – was he?

"I was wondering," John swallowed plucking up his courage once again as they strolled through the night together, "If you might care to accompany me – to the dance that is," he tacked on a touch awkwardly.

' _Oh – he was,'_ Sophie blinked and swallowed, heart pounding against her ribcage again, "I um – hadn't thought…" her gaze met his as she glanced at him and she felt the air leave her lungs in a rush, "Yes?"

John paused and turned to her, eyes hopeful, "Yes?"

Sophie nodded, biting her lower lip as her cheeks flushed lightly at how hopeful he looked, "Yes," she spoke with more confidence, "I'd like to go."

"Brilliant," John beamed a thrilled and delighted grin. A grin that Sophie couldn't help but return, the flush to her cheeks deepening at just how delighted he looked that she'd agreed to go with him – and he'd actually asked her to a dance…

She swallowed heavily as her heart skipped another beat in her chest and the two started walking again. Her hand still tucked in the crook of his arm – oh, she was in so much trouble! She internally bemoaned.

 ***O*O*O***

In Blackdown Woods, Baines found the stash of beer. He picked up a crate, only to pause as a strange sound caught his attention. His gaze caught on the strange green light as it drifted down towards the woodland floor a few metres ahead of him. Baines watched rather intrigued as the strange light went out. Guided by curiosity he started towards it, scrambling over a log and headed to where it had faded.

"I say, hello?" he called into the night as he continued forward, seeing nothing out of the ordinary in the gloom, "Was that some kind of aeroplane?" he asked with curiosity, eyes still scanning the field he'd stepped out into, "You chaps alright?"

He cut off abruptly with surprise as he walked headlong into something, a green forcefield flaring to life in response – repelling him. Baines stared in stunned surprise as the forcefield died down, leaving no visible traces of it. He reached out again, pressing forward experimentally until his hands were pressing against the forcefield again. He gasped, withdrawing his hands quickly as it flared to life again in response to his touch. He glanced about, once again seeing nothing, he raised a fisted hand and thrust it against the forcefield, withdrawing it once again as the green forcefield flared to life once again in reaction.

"What… that's… that's impossible!" he exclaimed, before he slowly pushed the palms of his hands against the force field again, seeing indents that resembled something akin to windows. He slid one hand along the forcefield and hit a button. A sound that was strange to his ears following, "Some kind of door…" he muttered as he eyed the opening that had appeared, "Hello?" he shouted into it, his voice echoing, "Is… is anyone there?"

Baines stretched out his hands again, he pressed them through the forcefield and after taking a breath followed them through, stepping inside the door he'd opened and into the craft that had landed.

 ***O*O*O***

Jenny ran after Martha, chasing her through the woods. She slowed as Martha finally came to a stop as she broke out into the clearing, "There y'are…" she panted, a bit out of breath from her run, "Nothing there. I told you so."

"And that's Cooper's Field?" Martha questioned as she took in the field she was staring at. A field that appeared completely devoid of anything strange.

"As far as the eye can see," Jenny nodded, "And no falling star," she added, "Now come on," she shivered, "I'm frozen to the bone, let's go," she urged, "As Mr Smith says, 'nothing to see'," she turned and started away.

Martha hesitated, giving the field a last look, before she turned and strode after Jenny, who was quickly making her way back into the woods.

 ***O*O*O***

"But I don't understand," Baines frowned as he peered through the darkness of the strange craft he'd stepped into, "Who are you?"

"We are the Family," came the strange distorted voice that called himself 'the Father'.

"Far more important," came a different distorted voice of that called herself 'the Mother', "Who are you, little thing?"

"My name is Baines," he replied, "Jeremy Baines," he swallowed starting to regret venturing inside the strange place, "Please can I go?"

"I'm so sorry, Baines, Jeremy Baines," the Mother replied without sympathy, "But I don't think you can ever leave."

Baines frowned, "But who are you?" he asked, squinting as he tried all the harder to see who he was speaking to, "Why can't I see you?"

"Why would you want to see us?" the Father questioned.

"I want to know what you look like," Baines replied.

"Oh, that's easily answered," the Mother stated, "Because very soon we will look so familiar," she told him.

Baines' eyes widened as something shifted in the shadows, emerging from the darkness – a terrified scream ripped from his throat.

 ***O*O*O***

In the dormitory, Latimer quietly polished shoes as the older boys played cards at a table a short distance away.

A clock struck the hour, telling them how late is was, "Where is he?" Hutchinson groused, "Promises us beer then vanishes into the night."

A pale hand knocked at the window, drawing the attention of everyone in the room.

"There he is," Hutchinson muttered, before he turned to one of the younger boys and demanded, "Let him in."

The boy who'd been addressed, obediently got up and walked over to the window. He unlatched it and stepped aside to let Baines in.

Latimer looked up, eyes wary as Baines climbed inside the dormitory, his eyes wide and his face blank.

"Baines, you dolt," Hutchinson huffed, "I thought you'd been caught by the rozzers," only for Baines to remain silent – mutely staring, "Well then?" Hutchinson demanded, "Where is it, man? Where's the blessed beer?"

"There was no beer," Baines replied, his eyes still wide as he stared, "It was gone."

"Damn it all," Hutchinson cursed with disappointment, "I've been waiting," he groused, "Pretty poor show, Baines, I have to say."

Baines sniffed loudly – not really listening.

"What's the matter with you?" Hutchinson asked, eyeing his friend strangely, "Caught the sniffles out there?"

"Yes, I must have," Baines agreed as Latimer continued to eye him with unease, "It was cold. Very cold."

"Well, don't spread it about," Hutchinson informed him a bit hauntingly, "I don't want your germs. Come on, chaps," he turned to the others and Baines looked away from him – his gaze landing on Latimer, "Maybe tomorrow. Jackson's got some beer in the pavilion."

Latimer looked away as Baines sniffed again, turning his gaze back to his work as he started polishing the other boy's shoes again as the others prepared for bed.

 ***O*O*O***

Sophie sat in the bed, she'd called hers for the past two months, leaning against the wall, cushioning her back with her pillow. Her gaze lowered to John's journal, eyes scanning over the handwritten words – reading them. The scrawl so similar, but also different to the Doctor's somewhat erratic scrawl.

She paused as she turned the page and her gaze landed on a drawing of one of his previous regenerations. She smiled reminiscently as she couldn't help but recall standing at the monitor with the 9th Doctor as he showed her pictures of his previous selves…

She turned the page and her gaze landed on the very image of the regeneration she'd been thinking of. She ran her fingers over the face he'd spent so much time calling daft… a face John had taken the time to draw in such detail, before she bit her lower lip and continued looking through the journal John had given her to read.

A warm smile on his face as he'd said with a slight nervousness, that perhaps she could tell him what she thought of it so far.

She paused on another page as she took in a drawing of the ornate watch that housed the Doctor's spirit. A watch that she'd heard whispering softly as she'd stood by the mantle, almost like his consciousness was a little too much for the watch to entirely contain – or maybe… she swallowed maybe he'd somehow known she was close by.

She sighed out a low breath, shifting her legs under the covers. Her heart feeling heavy in her chest – missing the Doctor and her stomach twisting uncomfortably because she enjoyed the time she'd spent with John Smith that day. The same man – and yet they were two very separate men. She puffed out her cheeks; Martha made it sound all so simple. So, maybe she was overthinking it – worrying over nothing.

But… she just had a feeling. An uneasy feeling that one or perhaps even all of them would be hurt in the end…

She focused back down on the book, flicking back through the pages, playing with the idea of just closing it and going to sleep. And hope that things looked – felt better in the morning. She paused in flicking back through the pages as an image she'd somehow missed before caught her eye. Her eyes widened as she stared at the carefully and attentively drawn image of herself – she looked… it was her, undeniably. But… she looked so – so pretty.

She bit her lower lip. Was – did – was that how John saw her? Or was this how the Doctor saw her? Or maybe – was it both?

Her heart clenched, skipping a beat before racing against her ribcage in a thundering rhythm. She swallowed and carefully closed the journal. The disconcerting feeling that perhaps she'd seen something she shouldn't have… that was something she perhaps shouldn't know – and yet John had to know that that was there. He'd drawn it after all. She worried her lower lip and carefully set the journal down on her nightstand, before she blew out the candle and hunkered down under the covers, tucking them right up under her chin as she squeezed her eyes shut as her heart continued to race and stomach flipped and flopped – she was seriously screwed!

And, she had no idea what to do!

She rolled over onto her back a moment later, eyes still tightly shut as she sought sleep, a relief from her turmoil – she only hoped that she didn't dream of drums again, as unlikely as that was. Nothing had stopped the sound invading her sleep so far.

 ***O*O*O***

The next morning, Sophie and Martha bicycled out to an old barn that was located near the wood. The two dismounted their bikes and quietly slipped inside the barn, their eyes immediately landing on where the Tardis was parked; hidden.

Sophie slipped her key from where it was looped around her neck and used it to unlock the door and stepped inside. She smiled at the soft hum of greeting the Tardis gave, "Hi Sexy," she murmured as she reached up and patted a 'Y' beam.

"Hello," Martha greeted herself before she paused and gave her head a shake, "We're talking to a machine."

"Nothing wrong with talking to the Tardis," Sophie replied, glancing over her shoulder at Martha, "She's probably really bored," she murmured, "Stuck out here by herself all the time," she smoothed her hand down the beam, "Just a bit longer girl," she bit her lower lip and looked down, a bit longer and they'd have the Doctor back – but John would be gone.

Sophie slid her hand from the 'Y' beam as the Tardis hummed wordlessly to her again, this time soothing – comforting. Her gaze lifted to the console rooms ceiling, her gaze landing on a strange looking headset. The Chameleon Arch that had rewritten his entire biology to become a human. To become John Smith with an entire life given to him by the Tardis, making him completely human – everything Time Lord locked away inside a small fob watch.

She felt a shiver run through her as she recalled the Doctor's suffering as every single cell in his body was rewritten. The sound of his agonised scream. His 'Oh, yeah. It's hurts,' hardly seemed to adequately cover it.

Behind her, Martha took off her gloves and started for the console, "Come on," she murmured, a determined light in her eyes as Sophie tore her gaze from the Chameleon Arch to look at her, "I'll prove this once and for all," she muttered under breath and Sophie grimaced, catching her muttering.

"Martha…" she sighed, fingers twitching at her sides.

"No, I'm serious. I'm settling this," Martha huffed and the two came to a stop in front of the monitor.

Sophie shot Martha a look even as she moved her hands over a couple of the controls, "I thought we where here about the green meteor thing?"

"Nothing to say we can't do both," Martha replied a moment before the monitor fizzed from it's normal display and Sophie bit her lower lip as her gaze landed on the Doctor as he tapped at the glass of the camera.

"This thing working…?" he shifted back and sat, "Sparks, Martha, before I change, here's a list of instructions for when I'm human. One, don't let me hurt anyone. We can't have that, but you two know what humans are like. Two, don't worry about the Tardis. I'll put it on emergency power so they can't detect it. Just let it hide away. Four – no wait a minute, three," he corrected and Sophie smiled fondly fingers twitching where they were resting on the console, "No getting involved in big historical events. Four. You. Either of you. Both of you," he stared at them seriously through the screen, "Don't let me abandon you. I don't know what life the Tardis will invent for me, but no matter what, don't let me leave either of you behind. And Five…" the list of instructions went on and on, the two listening quietly. Sophie's eyes glued to the screen and lower lip still caught between her teeth – missing him.

"And twenty-three, if anything goes wrong, if they find us, then you know what to do. Open the watch. Everything I am is kept safe in there. Now, I've put a perception filter on it so the human me won't think anything of it. To him it's just a watch. But, don't open it unless you have to. Cos, once it's open, then the Family will be able to find me. It's all down to the two of you, Sparks, Martha, it's all up to you," he stood and walked out of the frame, before popping back in, "Oh and Sparks, no matter what life I build for myself as a human," he stared at her through the monitor intently as he continued, "Remember I love you," Sophie smiled and sucked in a breath, "And, thank you, both of you."

The recording ended, the last image, the Doctor smiling flickering out as the monitor display returned to normal.

"See," Martha turned to Sophie, "Nothing on not falling in love with human him."

Sophie shifted a little, "But…"

"He even called John 'human me'," Martha cut in before her friend could get more than a word out.

"I s'pose," Sophie muttered both pensive and a little reluctance "Just…" she sucked in another breath, "What if I hurt him… both hims?"

"Is that what you're worrying about?" Martha questioned before she shook her head as Sophie nodded miserably.

"I don't know what to do, Martha."

Martha shook her head, "I can't tell you what to do," she replied and touched her arm gently, "I mean you know my opinion," she added giving Sophie a pointed look, "But I will say, that I think the only way you're gonna hurt John is if you distance yourself for reasons he's not going to understand."

Sophie was quiet a moment, eyes still troubled, "And the Doctor?"

Martha gave her a pointed look, "Do I need to play the last part of the recording again? Cos I can if you like?"

"No…" Sophie muttered and looked away somehow feeling better and not feeling any better at all at the same time. She was silent a moment before determinedly turning her mind from the topic, "He uh – he didn't mention anything about green meteors."

Martha gave her a look that said quiet clearly that she knew what the other woman was doing before she nodded her agreement, brow furrowing, "No," she muttered, "Nothing on shooting stars either," Martha focused on Sophie again, "What do you think?"

"I think the Doctor left a couple of important things of his list of instructions," Sophie sighed – he'd said a lot of helpful things. Important things and some not so important things that they needed to know… but, nothing that really helped her with her current emotional dilemma or probably more importantly them with the strange green shooting meteor stars. It was almost like he hadn't considered the possibility or maybe if he had, he just hadn't thought it important enough to mention…

"I wish he'd come back," Martha murmured breaking the silence between after a beat of it had passed.

Sophie nodded in agreement, "Yeah," she murmured softly, stomach churning slightly at the thought of what that meant for John. Would he know – feel pain like she'd had to watch the Doctor go through, "Me too."

 ***O*O*O***

Latimer came to a stop outside Mr Smith's study door and raised a hand, knocking against the solid wood and waited. The door opened a moment later as John opened it, his gaze landing on his young visitor.

"You told me to come and collect that book, sir," Latimer said to explain his presence at his office that morning.

"Good lad," John nodded, stepping away from the door allowing Latimer inside, "Yes… yes! 'The Definitive Account of Mafeking' by Aitchison Price," he stated as he searched for the book in question on his desk, "Where did I put it?" he muttered to himself as he walked over to his desk; Latimer trailing slowly behind him.

"And I wanted a little word," John added, "Your marks aren't quite good enough," he stated as he started searching his desk.

Latimer frowned with confusion, "I'm top ten in my class, sir."

"Now, be honest, Timothy, you should be the very top. You're a clever boy, but you seem to be hiding it," he observed before he muttered to himself, "Where is that book…" giving up on finding it on his desk he wandered across his study and into an annexe library just off the main room, casting his eyes over the shelves, continuing his search for the book as he spoke again, "And I know why. Keeping your head low avoids the mockery of your classmates. But no man should hide himself, don't you think?"

"Yes, sir…" Latimer replied with distraction as he heard a whispering, his gaze focusing on the fob watch it seemed to be coming from.

"You're clever," John continued as he searched another shelf for the misplaced book, whilst Latimer inched towards the watch, drawn by the soft whispering that John couldn't hear, "Be proud of it. Use it."

"Time Lord…" the voices whispered as Latimer picked up the watch, "Timothy, hide yourself… I'm trapped, kept inside the cogs…" Latimer pressed the watches release button, opening it. His eyes widened with surprise as wisping golden energy emitted from it – voices still whispering, louder now.

"In the dark," the Doctor's voice came from the watch, "Waiting, always waiting…" whilst somewhere out on the grounds, Baines spun around, nostrils flaring as he caught the trail of the Time Lords scent.

Latimer heard the sound of John coming towards him and swiftly closed the fob watch, the golden energy retreating back inside. He pocketed it and spun around to face John as he stepped back out into the main room.

"Fascinating details about the siege. Really quite remarkable," John commented and then paused as he eyed Latimer with a touch of concern, "Are you alright?"

"Yes, sir," Latimer replied swiftly, "Fine, sir."

"Right then," John nodded accepting it at face value, "Good. And remember. Use that brain of yours," he reminded as he held the book out to his student.

Latimer reached out to accept the book, only to pause as the moment his hand touched the book a vision hit him of the man before him as a different man, dressed in a pinstripe suit and wielding a strange slender device.

"Power of a Time Lord," Latimer heard a moment before the vision faded as John released the book, eyeing Latimer with concern at how visibly shaken he looked.

"You're really not looking yourself, old chap, anything bothering you or…" he tried to ask only for Latimer to shake his head.

"No, sir…" Latimer almost exclaimed in his shock as he stared at his teacher, "Thank you, sir," he turned, walking swiftly towards the exit, leaving John to shake his head in confusion as he disappeared through it, closing the door quietly behind him.

Latimer stood outside the closed study door for a moment, before he turned and took the stairs at a run. Dashing up them and into his dormitory that was thankfully empty of the other boys he shared with. He sat down on his bed and took the watch back out of his pocket, pressing the release catch again as the whispering voices filled his ears again. The moment the lid sprang open the wisping golden light came out again… voices growing louder.

"You're not alone…" the Doctor's voice told him as more visions both strange and terrifying flooded through his mind, "Keep me hidden…" Latimer snapped the lid of the watch shut, his eyes wide with fear at what he'd seen – at the being trapped inside the watch.

Outside, Baines sniffed again as he caught another trace of the Time Lord, he and his family where hunting.

 ***O*O*O***

Sophie paused in her typing again, frowning as she glanced towards the door of the office, she was working in. That was the second time she'd thought she'd felt a wisp of the Doctor's consciousness faintly.

But… that was impossible, he was safely tucked away in the watch which was safely kept in John's study. The man unaware of its importance when he noticed it at all. She let out a soft sigh – it had to be her imagination. Wishful thinking. It'd been 2 months and she missed him so hard sometimes it hurt.

And then it'd hurt more when she remembered that getting the Doctor back meant losing the man that was John. Who felt as real to her as the Doctor did, especially now that they'd actually spent time together.

She bit her lower lip sadly. It just wasn't fair.

"Miss Connolly," Mr Scary Brows' voice cut in and she stiffened in her seat at the reprimand in the man's voice, knowing that she was in for another lecture for letting her mind wander whilst she was on the job.

Whilst somewhere else on the school grounds a teacher rang the handheld bell to signal the change of classes.

 ***O*O*O***

Baines walked through bustling corridor as the students made their way towards their next class. He stepped into a quieter corridor and ducked underneath the main staircase, out of sight of any passers-by.

His eyes rolled back as a green glow illuminated him as he communicated with his Family, "There is a trace," he informed them, "But it is somehow scattered. The scent is confused. Nevertheless, we'd best arm ourselves," the glow faded and Baines opened his eyes, a smirk curving up the corner of his lips as he ordered, "Activate the soldiers."

And across the fields of the town the school was located in, multitudes of scarecrows twitched to life at the order…

 ***O*O*O***

"Concentrate," John called over the sound of the gunfire as he oversaw the students practicing firing the machine guns at rough targets on the schools shooting range. Joan stepped out through one of the school doors. Her eyes going immediately to the shooting range, the sound of the gunfire rather loud as the boys operated the guns.

"Hutchinson, excellent work," John praised as the Headmaster approached him.

"Cease fire!" Headmaster Rocastle demanded and the sound of machine gunfire ceased as the boys obeyed.

"Good day to you, Headmaster," John greeted the man.

"Your crews on fine form today, Mr Smith," Rocastle complimented and John gave a small nod of acceptance.

"Excuse me, Headmaster," Hutchinson broke into their conversation, "We could do a lot better. Latimer's being deliberately shoddy," he accused the younger boy that had been feeding the ammo into the gun for him.

"I'm trying my best," Latimer protested.

"You need to be better than the best," Rocastle replied sternly, "Those targets are tribesmen from the dark continent."

"That's exactly the problem, sir," Latimer stated, peering up at the Headmaster, "They only have spears."

"Oh, dear me. Latimer takes it upon himself to make us realise how wrong we all are," Rocastle huffed dismissively and Sophie frowned as she glanced from the Headmaster to the small boy, "I hope, Latimer, that one day you may have a just and proper war in which to prove yourself. Now," he spoke to the class at large, "Resume firing."

The boys turned back to the guns, Hutchinson resuming firing, whilst Latimer fed the ammunition into the gun. His ears picked up a strange whining sound, before he seemed to blink and found himself in a completely different place – a war torn country.

He and another man knee deep in the trenches, "Mind the wire!" the injured man he was helping through the trenches shouted to him.

Latimer paused, checking his watch, "One minute passed the hour. It's now, Hutchinson, this is the time. It's now!" he shouted as a shell screamed through the air towards them…

Back on the shooting range, the machine gun, stuttered to a stop, "Stoppage," Hutchinson reported, "Immediate action," he turned to Latimer to assist him, only for the younger boy to remain still and unresponsive. He sighed and turned to the Headmaster and Mr Smith with a sense of vindication, "Didn't I tell you, sir? This stupid boy is useless," he huffed before requesting, "Permission to give Latimer a beating, sir?"

Joan stood quietly, watching on unhappily, before she turned and started back for the school, their voices reaching her as she strode away, unwilling to stay any longer.

 ***O*O*O***

"Matron Redfern," Sophie called as she spotted the woman walking towards her down the corridor with a swift stride, "I was meaning to stop by and see you," she stated as she came Joan stopped and turned to her in response to the sound of her name.

"Why?" Joan questioned as she eyed the younger woman, who as always had books clasped in her arms, "Are you feeling poorly, Miss Connolly?"

"Uh, no," Sophie replied, "Just, last night… I was concerned, you seemed distressed."

Joan shifted a little uncomfortably, "It was nothing – I just thought I saw…" she trailed off and shook her head.

Sophie turned to her, "Saw what?"

"It was nothing," Joan insisted, determined to dismiss the unusual event, "And I'd kindly ask you to drop the matter," she demanded a bit severely, giving the brunette a firm unyielding look that she levelled on the boys when they acted unruly in her medical wing, "I'm fine," she added a bit softer, "I assure you."

Sophie stared at her not really convinced, "Well, if you're sure…"

"Yes, I'm fine, thank you," Joan cut in shortly, her voice hitching her throat in no state of mind to carry on a conversation with a woman she barely knew, "If you'll excuse me, Miss Connolly," she murmured in parting.

"Oh!" Sophie called after her, drawing Joan to a stop again.

"Yes?" the older woman questioned a little sharply as she stared at Sophie expectantly and a little impatiently.

"I was wondering…" Sophie shifted a little uncomfortably, "I was looking for Jo – Mr Smith," she corrected.

Joan huffed a sighing breath, "Of course you are," she muttered and Sophie shifted uncomfortably again at the dryness in the woman's voice, "He should be finishing up with the boys on the shooting range," she informed her, before she turned and continued on down the corridor.

"Thank you," Sophie called after her, eyeing her retreating back with concern for a moment before she continued on her way.

A couple of moments later she was stepping out of one of the doors to the school, her gaze going to John as he dismissed the class. She slowly made her way towards him, coming to a stop a short distance away as she waited for him to finish.

The boys dispersed, headed towards the school. John turned and smiled as he saw Sophie and he started over to her, "Ah, Miss Connolly," he greeted as he came up to her, "To what do I owe the pleasure?"

"I wanted to return your journal," Sophie murmured, carefully taking it out from where it had been with the other books she was carrying.

"Oh," John blinked a bit surprised at the journal being held out to him, "You don't have to…"

"No, I um," Sophie swallowed, "I really think that I do."

John's face fell a little, "Did you not like it after all?"

"No!" Sophie exclaimed vehemently, "I've found what I've read…" she paused searching for a word, "Amazing. I just," she sighed, cheeks flushing, "I feel that there are somethings in here that – well, I feel like I shouldn't know them," she admitted.

John blinked, "I know what's in there," he assured, "I wrote it after all," he smiled, "I wouldn't have let you borrow it if I'd minded you seeing."

Sophie sighed out a slightly shaky breath, cheeks flushing, as she struggled to find words, "I um, I stumbled across the drawing you did – of me."

"Oh," John murmured, eyeing her, "Did you not agree with your likeness?"

Sophie shook her head, flush deepening slightly, "I've never seen myself look like that so – pretty. It was very flattering."

John reached for the journal she was holding out to him and gently pressed it back towards her, his warm eyes locked on her intensely, "You should finish it," he murmured his heart beating a little faster, "I insist."

"I -," Sophie swallowed, her conviction to return the journal to John wavering as her eyes remained locked with his. Something about the way he was looking at her making her think he was trying to tell her something without saying a word, "Alright," she glanced down tucking the journal safely back with the other books in her arms, "If you insist."

"I do," John murmured, before he smiled at her brightly, "Right, now. Could I tempt you with a walk into the village?"

Sophie's gaze shot back up to his, her tongue peaked out from between her lips wetting them, "You could."

John grinned, "Brilliant."

 ***O*O*O***

"Sounds like Mr Trimming's gave you a hard time today," John commented as he and Sophie strolled through the village.

Sophie nodded, her arms free of her books, the two having stopped off briefly to allow her to safely deposit them back in her quarters, "He did," Sophie grimaced at the memory, "Caught me daydreaming as he called."

John smiled a little, he could well imagine her doing that, "And were you?"

"I wouldn't call it that," Sophie muttered, the pair continuing along the road. Ahead of them two workmen were hoisting an upright piano up to the first-floor window of the Ironmongers, "More distracted."

"Ah," John nodded, still smiling.

"And, it was only for a moment," she huffed, frowning, "Do you know the worst bit?" she asked as she focused her gaze back on John and lowered her voice conspiratorially, "His eyebrows started twitching!"

John laughed with amusement at the wide-eyed disturbed look on her face as she said that with all seriousness.

"It makes his scary brows even more intimidating, I swear," Sophie informed him, "Eyebrows like that should not be allowed to move."

"I'm sure," he agreed easily, eyes alight with mirth, "His eyebrows are unfortunately a bit ominous at the best of times."

Sophie eyed him, "Ok, now you're just teasing me."

"I would never, Miss Connolly," John swore.

Sophie shot him a look, brows arched upwards at him, "You so would."

"On my honour as a gentleman I wouldn't dare," John insisted.

Sophie blinked at him a beat of silence passing as he stared at her with an 'earnest' expression. She glanced away with a smile, "Liar," she retorted lightly.

John clasped a hand to his chest with a slight dramatic flair, "My lady, you wound me."

"I'm sure," Sophie replied a touch dryly, "Though," she continued a touch teasingly, "I should warn you. I'll give as good as I'm given in that respect."

"Of that Miss Connolly," John smiled at her warmly, "I have no doubt," and then blinked as Sophie grinned at him.

"Ah! I knew it!" she declared with a touch of triumph, "You were teasing me."

"Ah…" John blinked at her a little stunned, "You've caught me out…" he trailed distracted as he noticed the rope that was holding the piano aloft, fraying – the two workmen frantically trying to steady it as a woman pushing a perambulator rounded the corner, "I do hope… uh," he continued with distraction as the rope frayed more, the woman not noticing the danger as she continued up the street heading directly for the store with the piano dangling precariously over it, "That this man of uh…" he spotted a boy throwing a cricket ball up and down. He looked from the ball to the rope sling, the second one almost completely frayed through, making the piano lurch alarmingly – the two frantic workmen desperately trying to salvage the situation and prevent the piano from falling.

Sophie stared wide eyed with alarm, "Oh, bugger!" she breathed horrified as the woman continued on, practically under the precariously dangling piano.

"Of simple ordinary deeds can gain your forgiveness for such a trespass," John grabbed the cricket ball from the unsuspecting boy and lobbed it at a bundle of spare scaffolding outside the Ironmongers, which then fell and hit a plank that sent a brick flying through the air, knocking down a milk churn in front of the perambulator, stopping it just before the rope finally gave out and the piano dropped to the ground mere feet in front of the perambulator. Startled awake by the loud noise, the baby inside wailed.

"Are you alright?" One of the workmen called wide eyed at the almost disaster, "How's the little one?"

Sophie turned to John smiling, "Simple ordinary deeds? You know, John Smith. I don't think you give yourself near enough credit."

"I just got lucky," John murmured, a bit of a pleased flush rising to his cheeks.

"Like I said, not enough credit," she repeated.

He grinned, "I uh," he paused, bolstered and emboldened by what just happened he continued much steadier, "I believe there's a nice little bookshop just ahead of us."

"There is," Sophie nodded, "I spend a fair bit of my free time in there," she admitted.

"I'd believe that," John nodded, "Would you like to pop in?"

"I never say 'no' to a bookshop and this one's lovely," Sophie told him, "But I feel I should warn you. I've been known to lose track of time whilst amongst books."

"Somehow I'm not surprised," John replied, before he grinned with a bit of amusement, "You know, one of my dreams was about searching high and low for you in that big travel box. Searching for days, only to find you in the library as happy as you could be in the centre of a rather large pile of books."

Sophie looked away from him as she flushed with mild embarrassment, "Of course you'd dream about that," she muttered under her breath, she really would never live that down.

"I'm sorry, I didn't catch that," John said, eyeing her a bit quizzically.

"Nothing," Sophie shook her head and the two continued on down the path, headed now to the small bookstore…

 ***O*O*O***

"Is everything alright, Miss Connolly?" the kindly, getting on in years, bookstore owner asked as he spotted her glancing about the store as if searching for someone.

"Yes," Sophie replied with a small smile, "Just could you tell me – how long I've been perusing your wonderful collection for?"

"Oh – I'd say going on half an hour, Miss," he replied, "Hardly any time at all for you," he assured her.

"Hmm," Sophie hummed, peering about the store again, glancing about the shelves, "I seem to have misplaced my uh, my friend."

"The gentlemen friend you came in with?" the owner clarified and Sophie nodded, "He ducked out just a bit ago," he told her.

Sophie looked down, feeling her heart sink a bit, "Oh."

The bookstore owner smiled kindly at her, "He said to tell you if you noticed him missing. That he just had a couple of errands to run and didn't want to bore you with them and that he'd be back soon," Sophie looked up with a blink and the bookstore owner leaned in a bit closer to her as he lowered his voice, "He also told me to put any books you wanted on his bill."

Sophie looked down again, smiling, cheeks warming, "A dangerous kindness for a girl who likes books as much as me."

"Indeed," the owner agreed, "And might I say, Miss Connolly, it's nice to see you in the company of a nice young man. It does this old heart good to know you'll be taken care of."

Sophie's soft flush, deepened, "Oh, we've hardly – that is…" she floundered completely flustered, "Thank you," she finally settled on as the man she thought of a friend merely smiled at her in a knowing fashion – rather similar really to how Rose used to smile at her before she started huffing in frustration instead.

Sophie turned back to the bookshelves as the owner moved away again, to take care of another customer. She plucked a hardcover book from the shelf and gently cracked it open, peering at its contents as she settled into wait for John's promised return…

"Sorry," John apologised a while later as he approached Sophie who was by a shelf, the petite brunette turning at the sound of his voice, "It uh, ended up taking far longer than I assumed it would."

"It's fine," Sophie murmured, "I barely notice time passing in places like these. Got all your boring errands done I hope?"

"I believe so…" John touched a hand to his pocket, feeling the small object inside, "Yes," he smiled, "Find anything you wanted?"

"Found some interesting titles," Sophie replied, "But nothing I'd buy… thank you though."

"Whatever for?" John queried.

"No reason," Sophie replied lightly.

John eyed her before he glanced at the busy bookstore owner a tad suspiciously, before turned his attention back to Sophie, "Shall we continue with our walk?"

Sophie nodded and accepted his proffered arm and the two headed out the door. The bookstore owner glancing after them with a smile, before his complete attention was drawn back to the customer he was with.

 ***O*O*O***

"There we are," John stated, stepping back from the no longer askew scarecrow they'd spotted on their way past the field it was in.

"All fixed," Sophie agreed, "You certainly are a man of many skills. Writer, artist, handy with a cricket ball and a fixer of askew scarecrows."

"I certainly seem to have discovered a couple of new talents today," John agreed, "Speaking of artist…" he continued as the two started off on their way again, "Sophie, I was wondering if you'd agree to sit for a sketch. Nothing fancy, just a sketch," he added as Sophie blinked at him, her eyes a little wide with surprise.

Sophie swallowed and looked ahead of them, "You'd like too?"

"Very much," he murmured.

"Then, I'd be happy to," she agreed as behind them the scarecrows head turned, staring after their retreating forms.

 ***O*O*O***

"You know," John mused with a bit of bemusement as he watched Sophie move about his study, searching it rather determinedly, "When you agreed to sit for a sketch. I assumed you'd actually sit as in 'be still'."

"Yes, well," Sophie muttered with distraction, her heart pounding uncomfortably in her ribcage as she looked about the room, hoping to spot the ornate watch, sitting somewhere in the study safe and sound, "That'd be a bit boring wouldn't it?"

"Perhaps," John mused, "Being still however, does tend to make the process easier for the artist trying to do the sketch."

"And here I thought you'd enjoy the challenge," Sophie replied with continued distraction, frowning with concern as she shifted some books off his desk, "Besides, you didn't need me at all for the one in your journal," she shot him a quick smile as she crossed the room over to the mantle above the fireplace, "And it was beautiful, far more than it should have been I think…" she searched the mantle with growing concern.

"That one was from memory though," John murmured, his pencil stilling over the page, "I was rather hoping to manage one with a reference to draw from. Please, Sophie, won't you sit – even for just a moment?"

Sophie bent peering into the empty fireplace – no not there either. Not sure in that moment if she was more relieved that the watch hadn't fallen in at some point or disappointed that it wasn't there. Where was it? Where was the Doctor?

John frowned and stood, placing down his sketching material as he stood, noting the growing distress on her face, "Sophie, is something the matter?" she bit her lower lip and shook her head. Words to even try and find an explanation for him escaping her, "Truly, you look as if something's bothering you… if you didn't want to sit for a sketch…"

"No, no," Sophie shook her head, shifting a little as John took her gloved hands gently in his, "It's not that. I don't mind you sketching me," she swore, she let him guide her across the room and over to the Chesterfield sofa, "Just, there was a watch," she attempted some kind of explanation as he stared at her with concern, "On the mantle when I was in here yesterday."

John stared at her concerned and a little confused now, "A watch, you say? I can't recall having a watch."

"Well, you do," Sophie told him firmly, "A fob watch. I'm just concerned something's happened to it," she sighed out a miserable breath, "What if someone stole it?"

"Well, even if I had a fob watch," John murmured carefully, reaching up to stroke a hand gently over her hair, "Why would anyone want to steal it?"

Sophie bit her lower lip and shook her head, "I just can't find it."

John eyed her, "And it's important to you to find it?" Sophie nodded and after a brief pause John gave a nod of his own, "Alright, can't say I understand, but if it makes you feel better, we'll conduct a bit of a search. See if we can't find the thing."

Sophie blinked up at him with surprise, not having expected that – honestly, she'd suspected he'd think she was acting crazy, "Really?"

John nodded and smiled at her as he helped her back up to her feet, "I much prefer to see you smiling then distressed. Especially not over something as silly as an old fob watch that I can't even recall owning."

A while later Sophie paused in her search as her gaze caught on the sketch pad, he'd left on the chair he'd been sitting on. She lifted it up to get a better look of the drawing on the page and she stared at it in surprise, "This can't be right…"

"What can't be right?" John asked as he emerged from his search amidst the bookshelves of his annexe library – just in case he'd absentmindedly left it on a shelf.

"This drawing of me…" Sophie murmured.

"Ah, well it's not done yet," John told her, "My model refused to sit still or," he smiled a softly as he gazed at her as she stared down at the half-completed sketch, "Sit at all for that matter."

"Sounds like they were a real pain to work with," Sophie commented.

"They were certainly a challenge," John mused.

Sophie smiled up at him, before she turned her gaze back down to the image, "You did it again, you know."

John glanced at her curiously, "Did what?"

"Made me far too pretty again," she replied.

"Ah, well, I can't help that," he murmured and Sophie lifted her face to look at him again, "I draw what I see. And that's how I see you."

He gently touched her hair again their eyes meeting and Sophie inhaled a soft gasp as he leaned in towards her. Her heart skipping a beat as it raced harder than it had before and for a completely different reason. She shouldn't… she should move away, but she felt almost frozen in place and she found that she wanted too. His lips brushed hers softly and Sophie's eyes unfocused even as they slid shut, the pressure of his lips against hers firming, his confidence growing as she didn't pull away from him. The quick vision flashing behind her closed lids.

The door to the study opened and Martha came in, the two springing apart as she blinked at them a little surprised.

"Martha," John whirled on her for the interruption announce written across his face, "What have I told you about entering unannounced?"

"Ah, sorry!" Martha apologised, before she turned and hurried back out of the room before either could say anything else, closing the door firmly behind her. She paused a moment to grin, before starting away.

Inside the study Sophie took a calming breath as John shook his head turning back to her, "I should go," she murmured and attempted a smile as she started for the door, "I need to see about getting ready if we're to go to the dance."

"I'll see you a bit later then," John murmured as he walked with towards the door, disappointed that their moment had been so thoroughly broken by the untimely interruption.

Sophie nodded, "Yes, later," she agreed and offered him a parting smile before stepping out the door as he opened it for her. She strolled away down the corridor, keeping her steps steady until she heard the snick of the door to John's study close behind her.

She paused briefly, a hand coming up to touch her lips as she squeezed her eyes shut against the memory of the quick flash she'd seen – the look on his face. She swallowed heavily and started moving again quickening her steps. She had to catch up to Martha… tell her that the fob watch was missing – come up with a game plan.

 ***O*O*O***

"Are you sure?" Martha whispered with alarm as she stood with Sophie under a staircase, the petite brunette having managed to catch her in a corridor a slight distance from the kitchen.

"Positive," Sophie nodded, "Yesterday, I could hear him whispering quietly from the watch, and today I couldn't. And we searched. The whole study, it's not in there! And with the perception filter and the watch gone – he can't even remember having it," she bemoaned, "So I dunno if he just took it elsewhere or if it's been stolen…" she trailed and took a breath, "What do we do? Spilt up and search this castle of a school?"

Martha frowned, "Leave it to me," she told her, "You've got a dance to go to."

"I can't just go to the dance…"

"Yes, you can. Someone needs to search and someone needs to keep an eye on John and I think he'd prefer you doing the keeping," Martha replied, smirking a touch at the end, before her face fell with worry again, "I'll think about where it might be, and search for it," she promised, "You keep an eye on John – make sure those things, if they're here, don't find him on his own."

Sophie bit her lip and gave a reluctant nod, her eyes troubled, "I s'pose you're right," she conceded, "I just wish we could risk using our phones."

"Would make things easier in a pinch," Martha agreed, "But you heard the Doctor. It's too risky if they're about and searching – they could pick up on it. Now, go get in that pretty dress you grabbed from the Tardis this morning," she shooed her friend and Sophie flushed a little, before Martha squeezed her hand, "We'll find it," she assured before she turned stepped back out in to the corridor, moving quickly.

Sophie sighed out a low breath, worrying her lower lip, before she too stepped back out in to the empty corridor and started for her quarters. Keeping her senses primed to feel for the Doctor just in case.

 ***O*O*O***

Latimer sat on a bench by a tree on the school grounds, toying with fob watch he'd taken. Hearing the voices whispering to him. His gaze landed on Baines as he walked up to Mr Clarke, before a red balloon bobbed along above the wall a moment before a little girl joined them. As one they turned towards him, tilting their heads curiously and sniffed deeply.

 ***O*O*O***

Jenny rode her bicycle up a muddy lane, when a figure stepped out in front of her, making her slam on the break. Her gaze landed on the scarecrow and she blinked, heart pounding against her ribcage with her surprise, "Who's that playing silly beggars? Nearly broke me neck!" she exclaimed only to get a quiet head tilt from the scarecrow, "Who's that, then? Is it you, Saul?" she questioned, her kind smile faded as she heard footsteps behind her and she glanced behind to see more scarecrows approaching her – more and more coming towards her. Her eyes widened with fearful alarm and she screamed.

 ***O*O*O***

"I don't understand," Jenny murmured, frightened as she stood in the strange craft she'd been taken to, "It's Mr Clark, isn't it?" she asked of one man she recognised, "What have I done wrong?"

"Nothing at all," Clark replied, "In fact… you're just what we need, girl."

Jenny swallowed as a senior student from the school stepped into her field of view, "She works at the school," he stated, "And whatever's happening seems to be centred round that establishment. The faintest of traces but they all lead back there."

"It's Baines, isn't it?" Jenny eyed him with trepidation, "This isn't very funny, sir."

"Just shut up," Baines ordered, "Stop talking, cease and desist, there's a good girl!" he paused, "Mother of Mine is dying to meet you. And here she is," he produced a green glowing globe-like device.

Jenny frowned, "Stop mocking me, sir!"

"No! Mother of Mine just needs a shape. We go through shapes so very fast. Yours is perfectly adequate, if a little grim," he eyed her disdainfully, before he focused on the glowing globe in his hand, "Mother of Mine, embrace her," he tilted the device towards Jenny and a green smoke like substance started to billow out towards her. Swiftly taking her over as the smoke surrounded her and then disappeared inside her.

 ***O*O*O***

"You look beautiful," John complimented as he regarded Sophie as she stood in the pale purple dress she'd chosen for the dance.

Sophie flushed, "And uh…" she swallowed searching for a word, determined not to trip over her tongue this time, "You look very – dapper."

"I should hope so –," John sniffed teasingly, "I changed my shirt."

"And it shows," Sophie grinned, blue eyes alight, caught in the moment.

John grinned at her in return, "I'm glad to see you in better spirits," he murmured, "You had me concerned earlier."

Sophie nodded looking down, hoping Martha was having some success in her search, "I must've seemed a bit mad."

John stepped towards her, lips quirking upwards, "You realise you're speaking to a man that dreams he's a two hearted adventurer alien most nights?"

Sophie's own lips quirked up slightly, looking down as John took her gloved hands in his, fingers intertwining, "Oh, I suppose I should warn you."

"Oh dear," John murmured, "Another warning," he mused lightly, "Should I be scared?"

"Only for your feet perhaps," Sophie replied, "I don't have much practice with dancing."

"That's a coincidence," John replied a thought expression on his face, "I'm not certain I'm all that good of a dancer either."

Sophie smiled, "I guess we'll both just have to pretend to know what we're doing and hope for the best."

John smiled in return, "Sounds risky for both our toes – but I like it."

 ***O*O*O***

Martha drummed her fingers against her sides as she paced about, in no real mood for the cake the cook had said she could have as Mr Poole hadn't wanted his afternoon tea. To busy trying to think of where the watch could have gone. She turned on her heel about to leave the servants quarters only to pause at the sight of Jenny stood in the doorway, "Jenny!" she exclaimed a bit surprised to see her just standing there. She smiled a bit, "I was starting to wonder where you'd gone off too. Cook was asking – but don't worry I covered for you," she frowned a little quizzically as Jenny continued to just stand in the doorway, staring at her with a weird expression on her face, "What are you standing there for?"

Jenny sniffed deeply.

Martha frowned, "Are you alright?"

"I must have a cold coming on," Jenny stated flatly and stepped inside the room.

"Right, well… if it gets worse. See Matron," Martha muttered, eyeing Jenny, before she shook her head at herself, "Feel free to have the cake. I've gotta get going."

Jenny tilted her head, "Going where?"

"To um…" Martha floundered a bit, "Just got some errands to run for Mr Smith and Sophie. Walked in on them canoodling," she offered a grin, "So best get things taken care of – might make him less inclined to be annoyed next time I see him."

Jenny tilted her head, "Canoodling?"

Martha blinked was that word not used yet, "Getting close – romantically," she explained, "But really I gotta go, before…"

"Before?" Jenny prodded.

"Before…" Martha sighed, she didn't have time to think up a suitable explanation for her friend, "It's complicated."

Jenny stepped towards her, eyes intent, "Complicated, how?"

"I wish I could tell you, Jenny."

"In what way complicated?" Jenny persisted.

Martha eyed her, a bad feeling starting to niggle. Jenny wasn't normally like this, "I just can't."

"But it sounds so interesting. Tell me," Jenny demanded, "Tell me now."

Martha stared at her a brief moment before smiling a little fixedly as she asked, "Would you like some tea?"

"Yes, thanks," Jenny agreed and took a seat at the table.

"I could put some nice gravy in the pot," Martha suggested, eyeing Jenny, waiting hoping for a reaction, "And some mutton. Or sardines and jam," she tossed in making them more out there and strange, "How about that."

"I like the sound of that," Jenny replied as if they were normal things to go in a pot of tea.

"Right…" Martha swallowed and turned away, "Hold on a tick," she started out the room, closing the door behind her. She walked to the stairs and then broke into a run.

Inside the room, Jenny's head turned, before she reached under her jacket and produced an alien gun and headed over to the window; knowing that Martha was getting away. She spied her fleeing figure and aimed the gun and fired – missing by inches.

 ***O*O*O***

Martha burst through the door to John's study, panting for breath from her long frantic run. She glanced around wide-eyed, "Oh God, you're not here?!" she exclaimed, "Course you're not! Why would you still be here at…" she shook her head, "I don't have time for this!" she scolded herself as she turned a darted back out the door.

God, she hoped they'd gone to the dance – maybe she should've told Sophie to stall instead – but she hadn't realised they were so close on their trail!

She dashed out into the courtyard and bumped into Latimer, who blinked as he got a vision of her in strange clothing.

"Sorry!" Martha called over her shoulder.

"Martha?" Latimer called after her.

"Not now, Tim," Martha cried unwilling to stop for him as she rushed on, "Busy!"

Latimer stared after her for a while, before he turned and walked away, the fob watch tucked away in his pocket.

 ***O*O*O***

Martha closed the Tardis door behind her and hurried over to the Doctor's long brown coat that had been left hanging over one of the 'Y' beams and started frantically searching the bigger on the inside pockets.

 ***O*O*O***

The door to John's office flew open as Baines kicked it open and he and Jenny entered, eyes scanning over the space, "Mr Smith?" Baines called and then paused listening, "No-one home," he observed.

"The maid was definitely hiding something," Jenny stated as the two stepped further inside, "A secret around this Mr Smith."

"We both scented him, though," Baines reminded her with a touch of a frown, "He was a plain and simple human."

"Maybe he knows something," Jenny suggested and then frowned with impatience at the empty study, "Where is he?"

 ***O*O*O***

"You nervous?" John asked, glancing at Sophie as the paired walked towards the doors of the village hall.

Sophie shook her head, "No."

"You're clutching my arm, pretty tightly," he pointed out.

She blinked and glanced down at her hands that were wrapped around his arm as they strolled together, "Oh," she loosened her grip, "Must be – just a little," she winced slightly at the lie – more than a little. As far as she knew the watch still hadn't been found and she'd sensed nothing of him – not even the faintness she thought she'd felt earlier in the day before she'd noticed the watch missing, "I mean, what if I step on your toes?"

"I'm sure I'd barely notice," he assured and Sophie smiled at him as Latimer peered around the corner of the building he'd hidden behind.

"Spare a penny for the veterans of Crimea, sir?" a beggar begged of John as they came up upon him.

"Yes, of course," he agreed and dug in his pocket, pulling out a couple of coins and dropping them into his cup, "There you are."

"Here," Sophie murmured, dropping a couple of her own coinage into the cup with a small kind smile as the beggar stared at her stunned for a moment, before John guided them on towards the doors.

The beggar turned away checked his coins as Latimer crept out of his hiding place followed the pair inside.

"Your staring," Sophie murmured softly as they stepped through the doors.

"Just in wonderment of how amazing you are," John replied and then grinned with delight as she blushed.

Sophie eyed him, taking in his expression, "Oh, please don't start!" she sighed, patting a hand at her hot cheeks.

John blinked at her, "Start what?"

"Ladies and gentlemen," Chambers called as Latimer stepped inside taking in all the people milling about, talking and laughing, other getting drinks from the beer keg, "Please take your partners for a waltz."

John led them onto the floor and the two took their places, Sophie settling her arms into position and then adjusting slightly as his hands settled on her. A moment before the band started playing and the two started to move.

"Look at us," Sophie smiled, "We're dancing."

"And not a trod-on toe insight," John returned her smile as they turned through the steps, "I surprise myself," they bumped into another pair, "Sorry!"

 ***O*O*O***

Baines and Jenny searched the library, dropping books carelessly to the floor as they searched for any clue to John's whereabouts.

"I think this might help," Clark said as he strode into the study a poster for the village dance in hand, showing it to them.

"That makes it easy, Son of Mine," Jenny observed as she looked up from the poster, "Because Daughter of Mine's already there."

"We've been invited to the dance," Baines commented.

 ***O*O*O***

John and Sophie were still turning about the dance floor, the little girl sitting at a table watching the crowd.

 ***O*O*O***

Martha strode purposefully for the entrance to the village hall, "Oh, staff entrance, I think, miss," the beggar told her as he spotted her.

"Yeah?" Martha huffed impatiently, "Well, think again, mate," she groused as she marched past him and into the hall.

Not noticing the scarecrows that were spying from the bushes.

 ***O*O*O***

Sophie's gaze focused on Martha as she joined her at the table she was sitting at and she straightened up, "Any luck?"

Martha shook her head, "Where is he?"

"Fetching drinks," Sophie replied, "He'll be back in a moment."

"Good," Martha muttered, "We need to get him and leave," and Sophie's eyes widened, but before she could say anything John spoke, drinks in hand.

"Get who and leave?"

Their gazes turned to him, "You, actually," Martha told him as he set the drinks down on the table in front of Sophie.

"I say," John frowned with displeasure as he eyed Martha, "That's rather impertinent of you, don't you think?"

"You don't understand," Martha replied urgently.

Sophie shifted in her seat, "Martha," she murmured, her tone cautious, this didn't seem like the place to bring this up.

"They're here," Martha cut over Sophie before she could continue, "I've seen them, they look like us. They got Jenny."

John frowned with confusion, "Who's got Jenny?"

"The ones after the Doctor," Martha insisted and the little girl shifted slightly in her seat, leaning forward listening intently.

"We should take this elsewhere, don't you think?" Sophie spoke, moving to shift her chair back to stand.

"Martha," John shook his head, "Your confused or is it perhaps a cultural difference. The Doctor's not real. He's a story."

"Oh for… he's not made up!" Martha huffed impatiently and Sophie repressed the need to smack her palm to her forehead as Martha continued, "He's real and he's you! You're not John Smith. You are the Doctor!"

At her table the little girl smiled.

Sophie groaned, "Not the place…" she bemoaned softly, glancing around nervously… not with those after them about somewhere – anywhere. Anybody.

"I agree," John stated having heard her, "Hardly the place for such foolishness. I really suggest you move on Martha. Take some time to calm down."

Martha groaned, desperately wishing that she'd managed to find the watch, but she'd had no luck with either thing she'd searched for, "If I had your screwdriver, I'd prove it to you, but I couldn't find it. Just please listen…"

"My what…" John shook his head as Sophie looked down a hand shifting, coming to rest over a hidden pocket in her dress, "No never mind," he stated, "Enough of this Martha, really. This is going on too far."

Latimer looked out a window and jumped back startled as a scarecrow popped up in front of it. When he looked back it had disappeared like it had never been there. He drew the curtain shut; certain he'd been seeing things.

Sophie moved to slip her hand into her pocket, only to pause as a male voice rang out, "There will be silence!" Mr Clark demanded gun held aloft, knocking over a hat stand as he went. People shrieked in alarm and shrunk away, "All of you!" he barked as scarecrows filed into the hall after Jenny and Baines, "I said, silence!"

"Mr Clark!" Chambers exclaimed with alarm, "What's going on?!"

Clark turned and levelled his weapon on Chambers and vaporised him with a single shot just as Baines had done to the beggar outside.

"Oh, bugger!" Sophie breathed horrified as her gaze turned from where Chambers had been standing to Mr Clark.

John shifted beside her, "Stay calm, Miss Connolly," he murmured as reassuringly as he could manage as he too stared at what had just happened – something that should have belonged solely in his little journal. Guns shouldn't vaporise!

"Mr Smith?" Martha murmured hastily, "Everything I told you, just forget it!" she begged, "Don't say anything."

"I think it best we all stay quiet," Sophie murmured in agreement as her mind raced, highly aware in that moment of what she had in her pocket – would it help of hinder though? Oh bugger, she didn't know?!

"We asked for silence!" Baines yelled, before taking a breath as he focused on the man called John Smith, "Now then, we have a few questions for Mr Smith."

"No," the little girl stepped forward, joining her Family, "Better than that. The teacher. He's the Doctor. I heard them talking."

Sophie grimaced lightly; she'd been afraid of that.

Baines eyed John, a light of understanding entering his eyes, "You took human form."

"Of course, I'm human, I was born human!" John exclaimed with mounting confusion as he stared at those in front of him, "As were you, Baines. And Jenny, and you Mr Clark! What is going on, this is madness!"

"Ooh, and a human brain too," Baines observed and Sophie frowned as he continued, "Simple, thick and dull."

"But he's no good like this," Jenny observed.

"We need a Time Lord," Mr Clark agreed.

"Easily done," Baines assured and stepped forward as he pointed the barrel of his gun at John with a steady arm. John recoiled back and the crowd gasped with horror, "Change back."

John shook his head whilst Sophie as discreetly as possible slipped a hand into her hidden pocket, swallowing heavily as John protested, "I don't know what you're talking about."

"Change back!" Baines demanded again.

"I literally do not know…" John shouted trailing off as Jenny suddenly grabbed Martha and placed her gun to her temple.

Sophie sucked in a sharp breath, her fingers shifting over the sonic in her pocket, fumbling a little with the settings – working blind. She shut her eyes… brow furrowed in concentration. She couldn't afford to get it wrong.

"Get off me!" Martha shouted.

"She's your friend, isn't she?" Jenny stated as John stared with alarm, Martha's scared eyes locked on him, "Doesn't this scare you enough to change back?"

"I don't know what you mean!" John insisted as Sophie continued to shift her fingers, sweat slicking her palms as she shifted through the settings – hoping one would somehow let her know it was right.

Jenny frowned as her gaze flicked to the petit brunette seated at the table, "Wait a minute…" she muttered as she recalled, "The maid told me about Smith and Sophie. That woman, there," she pointed.

"Then, let's have you!" Clark demanded, grabbing Sophie who released the sonic, her eyes shooting open with surprise as she was grabbed and yanked up by a rough hand and the barrel of a gun placed against her temple.

"Have you enjoyed it, Doctor, being human?" Baines asked as John stared at Sophie, "Has it taught you wonderful things? Are you better, richer, wiser?" he taunted as John's gaze flicked from Sophie to Baines and back again helplessly. Baines gun still pointed at him, "Then let's see you answer this. Which one of them do you want us to kill? Maid or Secretary? Your friend or your lover? Your choice."

John swallowed heavily, Baines' words wringing in his ears. His heart pounding with fear at the sight of Sophie held hostage a gun to her temple. The alarming sight for some reason seeming vaguely familiar to him. The horror of it made all the worse as he honestly didn't know what they were on about – how could he hope to save either of them if he didn't know what it was they wanted from him?!


	9. Chapter 9 Family of Blood

**Disclaimer:** I don't own Doctor Who. Just Sophie my o/c.

 **A/N:** What can I say other than I am so very sorry that it has been so long since I've managed to update any of my fics. But after taking a break (a break that ended up being longer than I ever intended it to be) and a lot of prodding to stumble my way through a fair bit of writers block I finally have this chapter finished. I'm really hoping that you guys find it worth the wait and I've got my fingers and toes crossed that chapter will start coming more frequently now.

Also, thank you to everyone who read, followed, favourited, reviewed and waited with such patience and understanding for this chapter to come out!

That being said. I hope everyone has had a wonderful holidays and a fantastic beginning to 2020!

 **CHAPTER 9**

 **Family of Blood**

Sophie swallowed thickly; her eyes locked on John. His gaze wide with fear and helplessness, as Clark held her with a bruising grip with one hand. The vaporising gun held to her temple with the other. The feeling awfully familiar; except this time there was no chance that this gun was a prop. She sucked in a quiet breath and as discreetly as she could manage, slipped her hand back into the hidden pocket in the heavy skirts of her pale violet dress. Her fingers closing about the slender device hidden in there. Her fingers that now felt slightly clammy within the soft material, settling over the sonic as she blindly fumbled with the settings once more. Still desperately hoping that she'd somehow just 'know' when she'd found the right one.

"Make your decision, Mr Smith," Jenny demanded with cold impatience and John swallowed helplessly – throat tight and voice lost as his heart pounded against his ribcage. Whilst where he stood out of sight, Latimer reached into the pocket he'd hidden the whispering fob watch in. His nervously shaking fingers closing about it.

"Perhaps if that human heart breaks," Baines mused and Sophie winced a little as Clark's hand seemed to tighten around her arm. Whilst Latimer slowly drew the watch out of his pocket, "The Time Lord will emerge."

Latimer opened the watch and the golden energy shimmered as it began wisping from the watch and Sophie stiffened, her eyes widening at feeling the Doctor's consciousness so close – which had to mean the watch was somewhere nearby! The Family's nostrils flared and they turned their heads sharply in the direction it was coming from.

"Time Lord…"

"It's him!" Baines exclaimed.

Sophie swallowed, blue eyes narrowing with determination, _'Oh no, you're not getting him!'_ she thought as flicked the switch of the sonic with no idea what setting it was on – just hoping that it would do something helpful. The slender device buzzed to life in her pocket and above and around them the lights blew drawing the Family's gaze upwards in confusion in response whilst Latimer swiftly snapped the watch shut as they were plunged into gloom that was illuminated only by the light of the moon as it streamed in through the windows.

Sophie swung her left leg backwards as hard as she could, slamming her heel back into Clark's shin, getting a pained cry from the man and his hand loosened on her. She pulled free as his finger squeezed the trigger, the shot narrowly missing her and impacting on the wall, creating a small hole in it. Startled and scared screams erupted whilst Sophie felt hands grab her again, drawing her into a familiar chest, "Miss Connolly," she heard John, his voice filled with relief, only for the rest of his sentence to die in his throat as Martha's voice rang out through the room.

"Alright!" she shouted, the medical student having used the distraction to break free herself and turn the tables on Jenny, using her as a shield as she aimed the gun at Baines, "One more move and I shoot."

"Oh, I hate guns," Sophie muttered under her breath. She'd been hoping that whatever setting the sonic had been on had taken out more than just the lights – it was just her luck that it hadn't. But at least the Doctor was safe; for now. But who had him?! She felt John's arms tighten about her protectively, drawing her closer as he stared at the scene before him with eyes wide with confusion, relief and a host of other emotions.

"Oh," Baines sniggered coldly amused by the display, glancing brief at Clark as he clutched at his leg muttering about weak fleshy bodies, "They're full of fire."

Martha glowered at him, whilst Sophie slipped her hand back into the hidden pocket in her skirts, flicking her clammy fingers over the settings again, "And you can shut up!"

Sophie flinched slightly at the noise as Martha fired the gun up at the ceiling; vaporizing a hole into the plaster.

"Careful, Son of Mine," Clark urged as he straightened, gun held out in front of him, "This is all for you so that you can live forever."

"Shoot you down!" Baines threatened.

"Try it," Martha retorted as Sophie's fingers stilled over the settings of the sonic, teeth sinking into her lower lip as she heard the faint, hushed voice of the Doctor whisper to her softly, "We'll die together."

"Or," Sophie cut in, drawing their attention "We could all live," she flicked the switch and the guns fizzled and sparked, "Everyone out!" she shouted as Martha shoved Jenny away from her and into the Family that had glowered down at their suddenly malfunctioning guns.

Baines narrowed his eyes at her, "You've got alien technology," he accused.

Sophie blinked at him, staring at them as innocently as she could manage, "Do I?" she blinked at them again.

"Yeah! She does!" Martha exclaimed before Sophie could say anything else, the petite telepath glancing at her.

"Martha!" John exclaimed, his arms shifting slightly about Sophie as he shot his maid a frantic glower, "There's no such thing…"

"A really powerful alien gizmo," Martha cut in over John, who stared at her blankly, completely out of his depth.

"Really?" Baines mused, a glint in his eyes as he eyed Sophie, who shifted slightly, her hand still clenched about the sonic in her pocket – John's arms shifting her back towards him protectively in response.

Sophie blinked once and met his gaze calmly, heart pounding, expression blank – letting the silence speak for her.

"Really," Martha gritted, still keeping her hold on Jenny, who'd yet to try and break free despite the now useless gun Martha was holding, "And your weaponless. So, just stay where you are."

"For now," Baines smirked, "Unless completely destroyed. They'll auto repair."

"Of course, they will," Sophie huffed under her breath.

"Right," Martha licked her lips, "Doctor, get everyone out," she ordered, "There's a door at the side. It's over there," she gestured with a quick nod of her head, "Go on!"

John swallowed, staring at Martha, his arms still wrapped protectively around Sophie. Indecisive as he tried to process.

"Do it, Mr Smith. I mean you!" Martha urged him with growing impatience.

"Go on," Sophie urged.

He swallowed, "They're mad," he muttered, mentally floundering. It was like something out of his dreams come to life – but that wasn't possible. None of this was possible!

Sophie touched one of his arms gently with her free hand, "All the more reason to get people out – before anyone else gets hurt."

John hesitated another moment, not wanting to let her go, before he slowly, reluctantly, released her, "Everybody out, now!" he called to the frightened and confused crowd.

"Sophie keep your fingers on that alien gizmo," Martha stated and Sophie nodded at her, fingers clenched around the sonic screwdriver. Desperately hoping that they wouldn't call their bluff. As handy as the sonic screwdriver was – it wasn't exactly a weapon – not really.

"No, don't argue Mr Jackson," John cut a man off before he could start as he continued ordering people out of the hall, "They're mad. Now outside, all of you. Out Miss Cooper," he urged and the gathered villagers made swiftly for the exit, racing out into the night, screaming, "Move yourself, boy," he addressed Latimer, "Back to school, quickly."

"And you," Martha told him a bit flatly as John turned back to them, "Go on. Just shift."

John glanced from Martha to Sophie to the Family, hesitating as his gaze went to Sophie again.

"John, go," Sophie told him, not taking her eyes off the Family

He shook his head, "I'm not leaving you!"

"I'll be fine," Sophie murmured and swallowed, her throat tight, "…Promise."

John blinked as he stared at her a sudden image of the alien, he dreamed himself to be saying something almost exactly the same before he turned and sauntered out the doors of his Time Machine with a confidence and swagger he didn't possess and in this awful moment wishing that he did... had the confidence to just march forward into death with nothing but a vague thought in place that had the barest trappings of a plan. He clenched his hands, casting the thought away. It was a dream – unhelpful. He stepped towards her, "Sop…"

"Please John!" Sophie cut him off, gloved clammy fingers trembling over the sonic in her pocket as she clenched it tighter.

John swallowed heavily, staring at her, not wanting too…

"Doctor!" Martha shouted with frustration. The medical student not sure how much longer the Family would continue to by their bluff.

John gritted his teeth and turned and ran for the door, that name reverberating in his ears. He wasn't the Doctor. The alien was just a figment of his imagination. Nothing more! In that moment though, he couldn't help but wish that he was – the mad alien Doctor that travelled through time and space would've had a plan.

 ***O*O*O***

John ran out the doors of the village hall, "Mr Hicks," he shouted with urgency drawing the man's attention, "Warn the village. Get everyone out," he ordered before turning to Latimer who had yet to run back to the school as he'd been told, "Latimer, get back to the school," he reaching for the boy's arm in an attempt to impart how serious he was, "Tell the headmaster…"

Latimer jerked away from him as John's fingers grazed his arm, "Don't touch me!" he exclaimed harshly, "You're as bad as them!"

John stared after him perplexed as the boy ran, before he turned away. His gaze going back to the doors he'd come out of, hoping for Sophie and Martha to come running out the doors. Straining his ears for even the faintest sounds of a fight as he lingered, inching closer to them.

 ***O*O*O***

Jenny jerked herself out of Martha's grip and rejoined her Family. The medical student swallowed, her hand feeling clammy around the useless gun she was still aiming at them – unwilling to lower it even if it didn't work, "Don't try anything. I'm warning you or my friend here will use her alien tech to do more than just fry your guns circuitry," she warned.

Baines cocked his head slightly as he eyed Sophie, "Yes, your alien technology. What kind is it?" he pondered sceptically, "Invisible?"

Sophie swallowed harshly, but narrowed her eyes, resisting the impulse to squirm with fear as she felt her heart thundering against her ribcage, "Sonic."

Baines sniggered, "How quaint."

Sophie frowned, "Effective," she retorted, fingers shifting slightly on the slender device.

Baines smirked, "They're almost brave, these ones."

"I should've taken the maids form," Jenny mused as they started forward and Sophie and Martha backed away, "Much more fun. So much spirit."

"What happened to Jenny?" Martha demanded to know, "Is she gone?"

"She is consumed," Jenny replied, "Her body's mine."

Martha swallowed, frowning at the possessed body of her friend, "You mean she's dead."

"Yes. And she went with precious little dignity. All that… aah… screaming."

Sophie scowled, heart clenching for the kind hearted woman, who'd been nothing but pleasant to herself and Martha, "Shut up!"

"Or what?" Jenny sneered, "You'll use your sonic device?" she mocked.

"Might do…" Sophie trailed and then stiffened, hearing the faintest sounds of movement from behind her, "Martha!" she cried in warning even as she ducked down and to the side just barely escaping being caught by one of the scarecrows that had come up behind her as Baines shouted at the Family's soldiers.

"Get the gun!"

Martha relinquished her hold on the gun and ducked under the scarecrows arms.

"Good work solider," Baines complimented as the two women ran out of the hall and out the doors of the building.

"Don't just stand there, move!" Martha shouted as she spied John lingering just outside the building, waiting for them, "God, you're rubbish as a human!" she huffed with irritation as she darted swiftly past him, really wishing that he was the Doctor. The mad alien that always seemed to know what to do, "Come on!" she groused.

John blinked after her, before he turned to look for Sophie just as a gloved hand took his and he was jerked into motion. He glanced at her, the petite brunette offering him a small smile as he fell into step with her. His hand shifting to grasp hers in a firm grip. The three swiftly running. Putting distance between them and the hall.

 ***O*O*O***

Latimer shivered as he ran through the woods towards the school. His steps faltering slightly as he heard the villagers screaming.

"Guns seem to be up and fully operational once more," Clark mused as the villagers screamed in terror as they ran.

"Run!" Baines exclaimed with predatory delight, firing another shot, delighting in the fresh wave of screams, "Ah, this is super. We've been hiding for too long. This is sport."

Jenny sniffed, "I can smell the school teacher. He's gone back to his academy."

Baines turned his head to look at her, "And what do we know about those two women. The maid and the secretary?"

Jenny closed her eyes in concentration, her body emitting a faint green glow, "This body has traces of memory. Was once their friend. Was closer to the maid. Martha and Sophie would go walking to the west," she opened her eyes, "Husband of Mine, follow their scent. Go to the west. Find out what they were keeping secret."

"Soldiers!" Clark barked commandingly, before he started to the west, nostrils flared to catch the old scent of the maid and the secretary. Some of the scarecrow soldiers following behind him as ordered.

"As for you Mother of Mine," Baines turned to her with a smirk, "Let's go to school."

 ***O*O*O***

Martha, Sophie and John dashed into the school, panting for breath after their long run. John turned to the door, still breathing raggedly and arms straining. He pulled the heavy wooden main doors of the school closed behind them.

He turned and started away from the door with a determined stride – falling back on what he knew – the only plan he could come up with to protect them and the school from whatever madness had gripped the others.

Sophie and Martha glanced at each other as they followed him, hurrying to keep up with his long stride. The three stepped into the school's front hall. John strode over to the bell, grasping it firmly. The loud peeling ring of the bell immediately filling the air as he rang it.

"What are you doing?" Martha demanded.

John glanced at her, "Maybe one man can't fight them, but this school teaches us to stand together," he informed her before turning away from her, still ringing the bell as he shouted, "Take arms! Take arms!"

"You can't do that!" Martha exclaimed.

John pinned her with another look, still ringing the bell to rouse the school, "You both want me to fight, don't you?"

"Not exactly," Sophie replied over the tolling of the bell as John called for the school to 'take arms' once more. He turned his head to look at her, "Was aiming for more along the lines of running – very swiftly," she tacked on as John continued to stare at her whilst Martha nodded firmly in agreement.

John opened his mouth, a frustrated retort on his lips only to be distracted as Hutchinson called out to him, the young man amid the other students that had scrambled awake and out into the school corridors at the first tolling of the bell, "I say sir, what's the matter?"

"Enemy at the door, Hutchinson," John replied urgently, never ceasing in ringing the bell as Hutchinson blinked at his teacher, "Enemy at the door," he repeated as Sophie and Martha stared at him, "Take arms!"

Sophie bit her lower lip – this wasn't good.

 ***O*O*O***

Baines, Jenny and Lucy approached the school, a few scarecrows marching silently behind them. The sound of the tolling bell, had Baines tilting his head sightly, traces of memories belonging to the body's previous owner whispering across his mind, "They're sounding the alarms," he divulged, a cruelly amused smile twitching up the corners of his lips.

"I wouldn't be so pleased, Son of Mine," Jenny cautioned her gaze flicking briefly from the school to her son, "These bodies are silly and hot," her lips curled downwards in a sneer full of distaste, "They can damage and die. That's why we need the Time Lord."

"Indeed," Baines agreed, the smile falling from his lips as he eyed the school, "They will have guns. Perhaps a little caution," he mused before turning his head to look at the small squishy body his sister was inhabiting, "Sister of Mine," he addressed her, drawing her gaze, "You're such a small little thing. Find a way in and spy on them."

She grinned wickedly, before she started away skipping off down a path, leaving Brother and Mother to stare after her…

 ***O*O*O***

Sophie chewed on her lower lip. Her brow furrowed as guns where passed out. Boy's checking and loading their weapons. Her worried gaze inevitably found John as he stood amid the chaos, addressing a cluster of boys as they fumbled with the guns they'd been handed. Hardly seeming aware of her and Martha as he ordered his charges like they were soldiers instead of school boys. She released her abused lower lip, indents from her teeth lingering, "This is wrong."

Martha gave a jerky nod, "You can't do this, Doctor," her eyes narrowed dangerously as the man ignored her, "Mr Smith!"

"…Maintain position over the stable yard," John continued, ignoring her, ignoring everything but the task at hand.

"They're just boys!" Martha exclaimed incredulously, hands clenching at her sides, "You can't ask them to fight!"

"Faster now!" John urged, eyeing the boys critically as they handled their weapons with slightly clumsy fingers, "That's it."

Sophie swallowed helplessly imagining the boys marching out against alien weapons – weapons that vaporised. She tore her eyes away from the boys nervously fumbling fingers, "John, they haven't even finished school."

"They don't stand a chance!" Martha exclaimed and Sophie winced at the truth of it as John finally turned to them.

"They're cadets," he stated firmly, "They are trained to defend the King and all his citizens and properties."

"They're-" Sophie was cut off and her gaze snapped to the Headmaster as he stalked towards them with obvious irritation.

"What in thunder's name is this?" Rocastle demanded to know, "Before I devise an excellent and endless series of punishments for each and every one of you, could someone explain very simply and immediately exactly what is going on?"

"Headmaster," John took a step towards him, drawing the focus of Rocastle's gaze, "I have to report the school is under attack."

"Really? Is that so?" Rocastle eyed his subordinate a touch dubiously, "Perhaps you and I should have a word in private."

"No, I promise you, sir," John insisted respectfully, "I was in the village with Miss Connolly. It's Baines, sir. Jeremy Baines and Mr Clark from Oakham Farm. They've gone mad, sir. They're got guns. They've already murdered people in the village. I saw it happen."

Rocastle turned his gaze to the slender brunette dressed in a pale violet dress, her lower lip caught between her teeth. He eyed her as if weighing her worth, "Miss Connolly, is that so?"

Sophie released her lower lip, that she'd been worrying on again, fingers twitching with the need to tangle in the ends of her hair, that had started to come out of the simple 'updo' she'd swept her length of curls into, "Well yes, but-"

"Murder on our own soil?" Rocastle spoke over her.

"Yes, but I-" Sophie tried again only for Rocastle to turn away from her, dismissing her without another word. The rest of what she wanted to say of no interest to him.

"Perhaps you did well than, Mr Smith," Rocastle mused.

Sophie frowned with frustration at the man, eyes narrowed in a hard glare, "I really dislike this time period," she muttered lowly and beside her, Martha nodded her vehement agreement as she too glowered at the man.

Rocastle eyed John, ignoring the indignant glowering of the maid and the secretary, "What makes you think the danger's coming here?"

"Well, sir, they said, um…" John trailed floundering on how to explain it when he struggled to understand – to make sense of what they wanted. Before he straightened his spine, jaw clenching, "They held a gun to Miss Connolly and my maid," he clenched his hands into fists at the memory, "Baines threatened me – I don't understand why," he held the headmasters gaze, "Truly, they've gone mad."

"Very well," Rocastle gave a sharp decisive nod, before he turned to some of his charges, "You boys, remain on guard," he ordered, "Mr Snell, telephone for the police. Mr Philips, with me. We shall investigate."

He turned to leave only for Martha to firmly plant herself in his path, "No," she levelled a determined look on the Headmaster, "It's not safe out there."

Rocastle furrowed his brow, "Mr Smith, it seems your favourite servant is giving me advice," he fixed John with a look, "You will control her, sir."

Martha stared after Rocastle with narrowed eyes as he walked off with Philips. She heard the soft sound of swishing skirts as Sophie stepped towards her and her hand came to rest against her shoulder. She sighed out a breath heavy with stress, "We've gotta find that watch," she muttered.

Beside her Sophie nodded her agreement.

Martha nodded to herself, before she turned her head to look at Sophie, "Make sure Mr Smith doesn't do anything stupid," she stated, shooting John a look full of her frustration, before she turned and swiftly stalked off.

"Why of all the cheek!" John spluttered, blinking after Martha stunned by her behaviour all over again, "I don't know what's gotten into her lately."

"Nothing," Sophie retorted, tearing her gaze from the spot Martha had disappeared, her gaze landing on John. Her heart heavy in her chest, torn between desperately wanting to help find the Doctor and the equally strong need to keep John safe from the Family, "She's a star. You've said so yourself."

John blinked and frowned at her perplexed, "When?"

Sophie winced, heart stuttering in her chest, clenching in pain at her slip. John hadn't said that the Doctor had. She looked down, abused lower lip caught between her teeth again, "Sorry," she murmured as John's perplexed frown turned concerned.

"Whatever for?"

Sophie shook her head.

"Well, undoubtedly you're right," John mused, still eyeing Sophie as she sucked in a slightly shaky steadying breath, "If only a rude, insubordinate one," he grumbled mildly, "With no notion of how to knock…" he trailed off as he saw a tear roll down her cheek. His eyes widened with alarm, "Miss Connolly are you crying?"

"I -," Sophie frowned and reached up to touch her cheeks, "Oh," she mumbled at feeling the material over her fingers becoming slightly damp.

"A chair for Miss Connolly," John shouted over his shoulder and one of the boys broke off to procure a chair as John turned back to Sophie taking her slender hands in his, feeling damp material against the pads of his fingers and squeezing gently.

Sophie shook her head, "I'm fine."

"We've all had a very trying evening," John murmured as he led her off to the side, out of the way of the bustle.

"Here you are, Miss," the boy exclaimed as he hurried back, chair held aloft awkwardly in his arms for a moment, before setting it down.

"Good lad," John nodded as the boy set the chair down all awkward limbs.

"Sir," the boy nodded and hurried back over to his previous place, accepting back his weapon with surer hands.

John helped her onto the chair, her hands, so much smaller than his, still grasped gently between his own. He sank down on his haunches in front of her, gazing at her as she stared at the cadets as they busied themselves with their preparations, with a frown furrowing her brow. And he couldn't help but think in that moment that she'd make a wonderful mother. Immediately his cheeks flushed and his hands tightened about hers unintentionally as he shifted a little awkwardly at the warmth the thought instilled in him. The increased pressure around her fingers drew her gaze from the cadets to him. a question in the hazel flecked blue.

John cleared his throat and smiled at her, hoping that the darkness would help hide the colour in his cheeks, "You're an amazing woman, Miss Connolly," his warm smile turned to a rather thrilled grin as he spotted her cheeks flush in the dim light.

Sophie opened her mouth, closed it and then opened it again, "I thought I told you not to start," she groused lightly. Hands squeezing about his.

John grinned amused, before he sniffed a little, "I still have no idea what you're talking about."

Sophie bit back the impulse to roll her eyes as she peered down at John, unable to tell if he was being serious or not, before she swallowed, her expression turning solemn again as her attention was drawn to the students once more, "Mr Smith," she turned her gaze back to him, "I -,"

"Sir!" one of the cadets called an urgent tenor to his voice, "Mr Smith, we need…"

"Just a moment Donnett," John called over his shoulder and Donnett's voice quieted. John focused back on Sophie. His thumbs brushing over the backs of her knuckles before he brought her hands up to his lips and pressed a quick soft kiss to the backs of them. He spared her another smile before he lowered her hands, releasing them into her lap. He straightened and marched back into the remaining cadets, coming to a stop by Donnett to check on what he needed. All the time aware of Sophie's gaze on his back…

 ***O*O*O***

Latimer glanced after Martha as she ran past the alcove, he had hidden himself in. He swallowed, anxious fingers tightening about the fob watch as he heard the voice whispering from it again, "Hold me. Keep me safe. Keep me dark. Keep me closed," the Time Lord whispered as at the other end of the corridor, Lucy snuck quietly into the school, "The time is not right. Not yet. Not while the Family is abroad. Danger!"

 ***O*O*O***

Headmaster Rocastle and Mr Philips strode purposefully out the front doors of the school, immediately spotting Baines and Jenny. The two standing together with a quiet and cruel anticipation.

"So," Rocastle eyed the odd pair, "Baines and one of the cleaning staff. There's always a woman involved," he huffed before pinning Baines with a quelling look, "Am I to gather that some practical joke has got out of hand?"

"Headmaster, sir. Good evening, sir," Baines greeted, dark eyes alight with a mocking amusement as he regarded the Headmaster, "Come to give me a canning, sir?" he cocked his head slightly, "Would you like that, sir?"

"Keep a civil tongue, boy," Rocastle warned, bristling with mounting irritation at the nonsense that had gotten them all out of bed.

"Now come on, everyone," Mr Philips spoke up as he attempted to diffuse the situation as John stepped over to a window overly looking the front of the school and peered down at them with a furrowed brow – straining to listen as he watched what was going on, "I suspect alcohol has played its part in this."

"Let's all just calm down," Philips continued, his eyes flicking to the scarecrows stood behind Baines and Jenny, "And who are these friends of yours, Baines?" he flicked his gaze back to the boy in question, "Fancy dress?"

"Do you like them, Mr Philips?" Baines smirked, "I made them myself," he bragged as he stepped over to one of the scarecrows, "I'm ever so good at science, sir. Look…" he grabbed one of the scarecrows arms and easily pulled it free from the body, "Molecular fringe animation fashioned in the shape of straw men. My own private army, sir. It's ever so good, sir."

Rocastle scowled with impatience, tired of the nonsensical blather, "Baines, step apart from this company and come inside with me."

"No, sir," Baines retorted, gaze turning back to the headmaster, his tone darkening with impatience of his own, "You sir… you will send us Mr John Smith. That's all we want sir, Mr John Smith and whatever his done with his Time Lord consciousness," he smiled, "Then we'd be very happy to leave you alone."

Rocastle eyed him, disconcerted and wary, "You speak with someone else's voice, Baines. Who might that be?"

"We are the Family of Blood," came the proud reply.

Rocastle subtly straightened, "Mr Smith said there had been deaths."

"Yes, sir! And the they were good, sir!" Baines replied eyes gleaming.

"Well," Rocastle huffed, eyes narrowed on Baines rather hoping to call the young man bluff, "I warn you; the school is armed."

"All your little tin soldiers," Baines mocked hardly feeling threatened, "But tell me, sir, will they thank you?"

Rocastle stared perplexed, "I don't understand."

"What do you know of history, sir?" Baines inquired eyes flashing with malicious amusement as the Headmasters confusion built, "What do you know of next year?"

"You're not making sense, Baines."

"1914, sir," Baines stated, "Because the Family has travelled far and wide looking for Mr Smith and, oh, the things we have seen," he smirked, "War is coming. In foreign fields, war of the whole wide world, with all your boys falling down in the mud," he tilted his head again in mocking inquiry, "Do you think they'll thank the man who taught them it was glorious?"

"Don't you forget, boy, I've been a soldier," Rocastle reminded curtly all confusion forgotten, "I was in South Africa. I used my dead mates for sandbags. I fought with the butt of my rifle when the bullets ran out, and I would go back there tomorrow for King and Country!"

"Et cetera, et cetera," Baines drawled bored with the conversation, in a swift movement he turned and fired his weapon at Mr Philips, instantly vaporising him. At the window John gulped past the fearful lump in his throat whilst Rocastle stared wide eyed with fear, "Run along Headmaster. Run back to school," he crowed as Jenny laughed as Rocastle turned and fled back into the school, "And send us Mr Smith!" Baines shouted after the man whilst John stepped away from the window not wanting to be spotted.

 ***O*O*O***

"Mr Smith?" Sophie murmured softly as she approached him, drawing his attention from his moody brooding.

"It appears we are to be given no quarter, Miss Connolly," he murmured, reaching out to take one of her gloved hands.

Sophie swallowed and nodded slightly in acknowledgement, "Somehow," she muttered, "Not surprised."

"I'd not see you come to harm, Miss Connolly," John murmured, doing his best to steel his spine against fear of death, "I'll protect you, with my very life."

Sophie heart lurched sickeningly in her chest, "I'd rather you didn't," she rasped, throat tight, "I much prefer you alive."

"As do I," he sighed, "But the world has descended into madness in the blink of an eye and if needs must I…" John swallowed heavily and shifted slightly, clasping her slender hand in his a little tighter as he reached for her free hand, grasping it with a palm that was starting to sweat lightly as his heart beat a bit faster. The weight of what was in his jacket pocket feeling heavier with every passing second, "If things go poorly…"

"Mr Smith-"

"Miss Connolly – Sophie," John murmured, shifting his feet with nervousness, "I beg you let me finish lest my courage desert me."

Sophie's eyes met his and she stilled, her hazel flecked blues widening at the expression in them – the one that used to perplex her so whenever the Doctor levelled it on her.

"I had – I had intended to wait for a uh, a much better moment," John fumbled over his tongue, the words he'd been practising in his head as he brooded coming out awkwardly, "But needs must… and if things go poorly. I'd regret," he swallowed heavily trying to dislodge the lump that was trying to chock him, "Not taking the chance."

Sophie frowned eyes locked on his confusion stirring as her insides started to twist into themselves and her heart started beating against her ribcage. She licked her lips a touch anxiously, before she took a breath to talk only for John to continue hurriedly before she could.

"Miss Connolly," he winced slightly, "Sophie," he tried again, releasing one of her hands to reach into his pocket, "I was wondering – well, hoping really," heat rose hotly to his cheeks as he continued to stumble over his words, "If you'd do me the honour – uh," he stuttered, composure slipping, "I'd be honoured, truly, deeply honoured-,"

Sophie's pounding heart skipped a painful beat in her chest as she cottoned on, palms sweating in her gloves and blood rushing in her ears. He wasn't – he couldn't be – no. There was no way that he could possibly be…

John cleared he throat as tripped over his tongue again, the anxious lump in his throat threatening to suffocate him as he pulled the small box out of his pocket, "If you'd consent to be my wife."

' _Oh…'_ Sophie's brain seemed to stall as her gaze dropped down to the box as John released the hand, he'd still been holding to open it…

"Mr Philips has been murdered, Mr Smith," Rocastle stated as he marched into the room, John and Sophie both jumping, the former biting back the curse that wanted to spill from his lips at the unfortunate interruption as he tucked the box right back into his pocket and out of sight, "Can you tell me why?"

"Honestly, sir," John sighed as he turned from Sophie to face the Headmaster, "I have no idea. And the telephone line's been disconnected," he informed him, "We're on our own."

"If we have to make a fight of it, then make a fight we shall," Rocastle stated with a firm nod, "Hutchinson," he called turning to the young man in question, "We'll build a barricade within the courtyards. Fortify the entrances, build our defences. Gentleman," he turned to the room at large, "In the name of the King, we shall stand against them."

"Yes Sir!" the boys shouted before following the Headmaster out of the room.

John turned his gaze to where Sophie had been standing only to swallow heavily at not seeing her there. He swept his eyes over the room, his heart sinking at finding no trace of her. He turned and strode after the headmaster himself, hands clenched into fists at his sides as he tried to comfort himself that he hadn't actually received an answer. Trying not to think that she'd run – they could be plenty of reasons for that. Not all of them bad – he hoped.

 ***O*O*O***

"Right, come on," one of the boys urged as they lifted a wooden bar, "Hurry get back," he continued as they lifted it into place.

"Drop!" Another boy ordered and the three let the bar drop into place.

 ***O*O*O***

"Barricade the kitchens," Hutchinson directed the other boys, "Secure the passageway to the stables," he shifted, spotting a boy hiding and grabbed him by the arm dragging him out of his chosen hiding place, "You coward!" he spat at the shocked younger boy, "You'll do your duty, Latimer, with the rest of us!"

 ***O*O*O***

Outside Rocastle and John directed the boys, barely glancing over as Hutchinson and Latimer joined them.

"Sandbags to the North and West," Rocastle ordered.

"…Stables in case of…" John continued.

"Pemberton, load the spare magazines with bullets," Rocastle directed another boy.

"Quickly now," Hutchinson directed Latimer, "Take the magazine cut-ff out," Latimer nodding reluctantly all the while aware of the fob watch he'd hastily tucked away when he'd been grabbed all of a sudden.

Looking down on them from a window, Lucy watched it all, observing the goings on with a curious tilt of her head.

 ***O*O*O***

"They've got an army," Baines muttered, smirking, "So do we. Soldiers. Soldiers!" He called them to arms and in amongst the fields, more scarecrows came to life. Lifting their heads and shambling quickly towards the school and their master.

 ***O*O*O***

"Ashington, we need water for the Vickers gun. See to it," the boy Ashington nodded and hurried to do as he was ordered, "Faster!" Rocastle turned to the other boys, "All of you, faster!"

"Lockley, when firing commences, you're in charge of the gallery," John delegated and the boy nodded.

"Peterson, that's not acceptable," Rocastle stated sternly and Peterson's shoulders hunched a little in disappointment, "Report to your senior officer."

 ***O*O*O***

Baines smirked up at the school as the scarecrows assembled en masse behind him and Jenny awaiting further orders, "War comes to England a year in advance."

" _Family of Mine, wait,"_ Lucy's voice had Baines and Jenny pause, heads cocking to listen as she continued telepathically, _"Hold the soldiers back. The Time Lord is playing some sort of trick,"_ she warned.

" _Discover him, Sister of Mine,"_ Baines replied.

 ***O*O*O***

Martha jumped and spun from her search towards John's office door as it all but slammed open and an agitated Sophie barrelled into the room, slamming the door shut behind her and leaning against it. Chest heaving.

"He proposed!" Sophie blurted before Martha could get a word out and started to pace, "John, he proposed!"

Martha blinked momentarily thrown for a loop before blinking again as she watched Sophie pace, "And?"

Sophie whirled to her, her eyes wide as she wrung her hands together nervously, "What do you mean 'and?' he _proposed!_ "

"Well, what did you say?" Martha questioned as she gazed at the other woman expectantly.

"Nothing."

Martha arched her brows in disbelief, "Nothing?"

"Well," Sophie shifted her feet, "We got interrupted by the headmaster and defence of the school and then I just – I just ran."

"Ran," Martha repeated with disapproval.

Sophie threw up her arms, "I panicked!" before she hung her head in defeat, "I didn't – don't know what to tell him."

"Well generally a 'yes' or a 'no' is the way to go," Martha retorted dryly.

Sophie jerked her head up, "I know how to answer a question!" she huffed arms crossing over her chest defensively, "But we're supposed to be finding the Doctor and he's going to need his body and John – John is going to…" she trailed off and made a desperate 'poofing' motion with her gloved hands, "I just don't know what to do! I don't want to hurt him."

"Pretty sure he's feeling pretty hurt already. You did run off without a word," Martha replied and Sophie winced.

"I don't want to hurt the Doctor either," Sophie murmured feeling rather defeated, "And now I'm pretty sure no matter what I do I'm gonna hurt both of them. If I haven't already," she took a steadying breath and let it out slowly, before giving her head a shake, "We need to find the Doctor and…"

"No," Martha shook her head, "I need to find the Doctor. _You_ ," she pointed an adamant finger at Sophie, "Need to go give that man an answer," she stated firmly.

"I-I don't know what to say," Sophie cried twisting her fingers together.

Martha's expression softened at the other woman's obvious distress, "Speak from the heart," she suggested.

Sophie's already anxious expression fell, "Right…" she muttered lowly, that didn't really help her. Not in this case.

"Go," Martha shooed her, "Put the poor man out of his misery," the medical student confident at least in this matter that everything would work out fine, "Whilst I find the Doctor."

Sophie gave a jerky nod, casting her eyes briefly about John's office, recalling searching it frantically earlier, stretching her senses, "I still can't feel him in here," she murmured, before she turned and forced herself to walk back out the door on legs that felt like led.

Martha blinked and glanced about the office herself, before letting out a short-frustrated scream of annoyance. Where else could the watch be?!

 ***O*O*O***

" _Son of Mine, Wife of Mine?"_ Clark called to his family as he stood in the barn gazing at what he'd found hid inside.

" _Father of Mine, what have you found?"_ came Baines reply.

" _His Tardis,"_ Clark grinned, _"The Doctor can't escape."_

 ***O*O*O***

Sophie stepped into a room as two boys exited it, the two nodding to her briefly as they passed by her. Her gaze landed on John as he stood with Nurse Redfern, the woman dressed in her uniform. She glanced at her nodded a touch stiffly at her, before heading off on her own way to prepare herself for the night ahead.

John turned towards her, his hands in his pockets, as he stared at her, "You came back," he murmured as she hesitantly stepped towards him.

"I did," Sophie agreed with a slight wince, "I'm sorry. I-I shouldn't have run off…" she trailed off as John stepped towards her; eating the distance between them with his long stride.

"Yes well," John muttered, "Wasn't exactly… wasn't exactly a conversation I wanted to have in front of the Headmaster anyway," he took a breath as he came to a stop in front of her, "I would – I would have your answer now though, Miss Connolly," a slight smile that was both hopeful and pained curving up the corners of his lips, "If you'd be so kind."

Sophie licked her lips, tongue feeling thick and clumsy in her mouth, her heart racing – still completely unsure of her answer. Speak from the heart Martha had said – but how was she to do that when her heart was saying both 'yes' and 'no'?

"John I-,"

"Mr Smith!" Rocastle's voice cut into the room, loud and demanding and John shut his eyes tightly in frustration at the Headmasters second interruption.

"A moment Headmaster!" John shouted back before he turned back to Sophie, his smile a little wry, "Seems we are doomed to be forever interrupted," John muttered and Sophie offered a weak smile in return. He sighed and scrubbed a hand through his hair, "I think," he swallowed heavily, "I think I have your answer. Though I find myself struggling to let go of hope that I may yet be wrong…"

"Mr Smith, if you please!"

John sighed heavily and reached into his pocket, pulling out the small box for a second time that night, "Whether your answer be 'yes' or 'no' Miss Connolly – this belongs to you," he pressed the box into her gloved hand, "And now I fear I must oft to do battle," he stared at her, trying to memorise the sight of her, all too aware that this might be the last time he saw her.

"John," Sophie attempted, her voice cracking.

"I would ask that you send me off with a blessing and not a curse Miss Connolly – Sophie. I'm aware of your thoughts on the cadets doing their duty for King and Country."

"It's wrong, John," Sophie stated, "And you know it is. I know you do," she took a shaky breath, "But, I could never – would never send you anywhere with a-a curse."

John smiled thankfully, before brushing a soft kiss to the corner of her lips, "Whatever the outcome of tonight. I pray you always think well of me," he murmured before he turned and marched out of the room to the sound of the Headmaster shouting for him again whilst Sophie was still blinking the image of John's, the Doctor's heartbroken brown eyes away unable to tell which it was, that had flashed across her vision for a second time.

"Always," Sophie whispered her promise to his retreating back. He strode through the door and she finally glanced down at the little box he'd pressed into her hand. She lifted trembling fingers to the lid and gently lifted the lid to reveal the inside. She stared and stared down at the ring, nestled snugly in soft velvet. It was a simple band, silver from what she could tell in the dim light. The same as silver she'd exchanged the bell earrings for to blend into this time more. It was beautiful – she continued to stare until her vision blurred with unshed tears, "Though I fear you – the both of you won't always think well of me…" she murmured closing the box and closing her hand around it and bringing it up against her chest as she squeezed her eyes shut and pressed her free hand to her mouth as she struggled to get control of her tear ducts.

She didn't have time to cry. They had to find the Doctor, stop the Family, save the school… and – she sucked in a shuddering breath as John's – the Doctor's – she didn't know – heartbroken eyes flash before her eyes again.

God, was that her fault? She had the devastated feeling that it was…

She shifted glancing down at the ring box clasped tightly in her hand, "Bugger," she breathed, "Just bugger!"

 ***O*O*O***

"Get those bags piled up, filth," Hutchinson directed Latimer, the pair of them teamed up to operate one of the guns, "Gonna mean the difference between life and death for us."

"Not for you and me," Latimer replied, pausing in his piling of the sandbags around their station.

Hutchinson frowned with perplexed irritation as he stared at the younger boy, "What are you babbling about?"

Latimer shifted, angling his head up to look at his partner, "We're going to battle together," he murmured as he recalled the quick vision of him and Hutchinson struggling together in the trenches – shots all around. An explosion of noise as shells screamed through the air overhead as they struggled on, "We fight alongside. I've seen it," he swallowed meeting Hutchinson's gaze with his own, "Not here not now."

"What's that supposed to mean?"

"It means you and I both survive this," Latimer replied, "And maybe…" he trailed pulling the fob watch back out of his pocket, "Maybe I was given this watch so I could help. I'm sorry," he apologised before jumping up and darting away on swift feet to avoid being yanked back by the older boy.

"Latimer, you filthy coward!" Hutchinson shouted after him.

"Oh yes, sir," Latimer called back over his shoulder as he hurried away before one of the teachers could spot him, "Every time."

 ***O*O*O***

"Go put that man out of his misery Sophie – I'll find the watch. How hard could it be. It's a watch not like it can grow legs!" Martha grumbled to herself as she searched Nurse Redferns office. She shifted some papers, before she let out a frustrated scream, tossing the papers up in the air before marching back out into the corridor.

 ***O*O*O***

Latimer sat alone in a dark corridor, shoulders hunched as he slumped forward, arms resting on his knees the watch cupped between his hands, "What do I do?" he whispered to the watch, "What do I do? What do I do?"

"Beware…" the Doctor's voice whispered and Latimer stilled at the warning, frowning at the watch with trepid confusion.

"Beware of what?"

"Her."

Latimer jerked his head up, his gaze immediately landing on a little girl, a balloon clasped by its string in one hand as she stood staring at him. He scrambled to his feet, swiftly hiding the watch from view as she sniffed deliberately at the air, "Keep away."

Lucy took a step closer, "Who are you?"

"I saw you at the dance," he frowned with disquiet as he eyed her, "You were with that family. You're one of them."

"What are you hiding?" she asked, ignoring his statement. Her focus on what he was hiding in his hands.

"Nothing," he denied swiftly.

"What have you got there?" she persisted.

"Nothing."

"Show me, little boy."

"I reckon whatever you are, you're still in the shape of a girl. How strong is she, do you think?" Latimer asked shifting his grip on the watch, "Does she really want to see this?" He aimed the watch at her, opening it. The golden energy wisping out in her direction, the image of an explosion, the Doctor, an alien dying in pain.

Before she could stop herself, the little girl turned and ran, terrified in that moment. Latimer snaps the watch shut – breathing a little harshly.

 ***O*O*O***

Sophie whirled around, eyes wide, "Doctor?" she started from the room, her steps picking up speed until she was all but running… heading toward where she'd felt him – even as he disappeared again. Locked away in the watch that was so little to hold a consciousness so big.

 ***O*O*O***

"Time Lord," Baines breathed, he, Jenny and Clark having seen what Lucy had seen through the telepathic link.

"Inside the device," Jenny agreed.

"Everything he is concealed away in the hands of a schoolboy. But now we know, that's all we need to find. The boy and the watch. What are we waiting for?" he demanded, "Attack!" he ordered and the gathered scarecrows started forward.

 ***O*O*O***

Sophie rounded a corner and into another corridor and almost collided with a swiftly moving Martha.

"Sophie!" Martha gasped, startled, "Where's the D-John?"

Sophie flinched a little, "Oft to do battle," she muttered and Martha opened her mouth to speak only for Sophie to continue – a little nervous about what she'd ask next, "I uh, I thought I felt the Doctor."

"Oh, thank God!" Martha beamed with relief, "You've found him then?"

Sophie shook her head and Martha's expression fell, "I was kinda hoping you'd opened it."

Martha shook her head in the negative.

Sophie sighed and nodded she'd thought as much from the other woman's reaction, "The Doctor needs a beeper," she huffed, arms crossing, "I need a bell and he needs a beeper."

"A lo-jack," Martha agreed and the two sharing a brief smile. She sighed as they started walking together, "At least you put John out of his misery…" she trailed as her friend winced and looked down, pained. Martha looked down herself, "Busts all around then."

Sophie delved her hand into her hidden pocket, gloved fingers grazing over the little box that sat beside the sonic screwdriver. She swallowed heavily, "Yeah…"

 ***O*O*O***

Inside the courtyard, the boys paired with their guns watched the main doors, "Stand to!" Rocastle ordered.

The doors trembled minutely as the scarecrows came up against the doors, pounding against the heavy wood.

"At post!"

Almost in exact unison the boys moved to their duties, aiming the guns.

"Enemy approaching, sir," the lookout called.

"Steady!" Rocastle ordered, "Find the biting point," he added a moment before the scarecrows forced the doors open, the wooden bar that had been slotted into place across it cracking, and the scarecrows shuffled swiftly into the courtyard, "Fire!"

The courtyard erupted in an explosion of noise and smoke as the boys opened fire, downing the advancing scarecrows only for other to step over their fallen brethren and advancing onwards only to be downed themselves.

John, however, stood frozen, finger hugging the trigger but not squeezing, not firing – unable to bring himself to do what he needed to operate the gun – his ears ringing with the sound of gunfire and of boys' voices raised in song as the choir sang their hymn.

"Cease fire!" Rocastle shouted over the hail of bullets as the last scarecrow fell. The firing ceased and he walked over to their downed enemy, "They're straw," he muttered, "Like he said, straw!" he exclaimed with disbelief.

Hutchinson swallowed, glancing at Mr Smith, "Then, no ones dead, sir? We killed no one?" he questioned, silently wallowing in the surprising amount of relief he felt over this one fact. He'd been prepared to of course – but it was a relief to have not to all the same.

The sound of footsteps approaching, had Rocastle retreating back behind the guns, "Stand to!" he ordered.

 ***O*O*O***

At a window, Sophie and Martha had joined Joan at a window, peering down below at the goings on. Sophie's eyes tearing themselves from John as a familiar little girl with a balloon stepped out of the gloom.

"A child!" Joan breathed with relief that was tinged with horror with what might have been if the boys had been ordered to open fire before she'd come into view.

"Not good," Sophie muttered.

Martha nodded and the two started down the corridor at a run. Joan stared after them in confusion before hurrying to catch them up.

 ***O*O*O***

"You child, come out of the way," Rocastle coaxed, "Come into the school. You don't know who's out there," the little girl stared up at him quietly, "It's the Cartwright girl, isn't it? Come here," he urged, "Come to me."

"Mr Rocastle!" Sophie exclaimed as she and Martha ran out of the school and into the courtyard, "Wait!"

"Please, don't go near her!" Martha shouted.

"You were told to be quiet," Rocastle scolded the maid before turning to the secretary, "And you are very close to being told the same."

"But," Sophie protested.

"Thinning ice Miss Connolly. Thinning ice," Rocastle warned.

"Just listen to us!" Martha cried, "She's part of it," she pointed at Lucy.

Joan who'd come out after them, "It's a little girl," she huffed at Martha before turning to the little girl with a kind smile, "It's Lucy, right?"

Sophie caught her by the arm, drawing Joan's attention to her, "You really won't want to be doing that."

"Of all the nonsensical," Joan started, drawing up her shoulders as she bristled at being grabbed by the slightly smaller woman.

"Mr Smith," Martha exclaimed turning to the man in question, "Tell them!"

John glanced from Martha to Sophie and then to the little girl before turning his gaze to the Headmaster, "She was…" he trailed swallowing, "She was with… with Baines in the village."

"Mr Smith, I've seen many strange things this night," Rocastle allowed, "But there is no cause on God's Earth that would allow me to see this child in the field of battle, sir," he stated firmly, before he turned his attention back to the little girl, "Come with me."

"Really, bad idea," Sophie tried again.

"Quiet!" Rocastle barked at her, before turning back to Lucy as she smiled slightly.

"Your funny."

"That's right," Rocastle urged and held out a hand to her, "Now take my hand."

"So funny," Lucy reached into her coat and pulled out her weapon and in a fluid movement shot the Headmaster; vaporising him, "Now," she smiled at them, brows raised, "Who's going to shoot me, any of you, really?"

John lowered his rifle, "Put down your guns," he ordered the boys.

"But sir," Hutchinson protested, "The Headmaster…"

"I'll not see this happen," John cut him off, "Not anymore. You will retreat in an orderly fashion back through the school. Hutchinson, lead the way."

"But sir…"

"I said," John cut off his protest for a second time, levelling a firm look on the boy, his tone brooking no more arguments, "Lead the way."

Baines stepped into the courtyard, waving his gun aloft, "Well, go on, then, run!" he fired his weapon into the air, grinning with amusement as panicked screams broke out once more and the boys ran.

"Come on!" Martha shouted as Sophie flicked the switch on the sonic, hoping to buy them a few more minutes, before releasing the sonic as she broke into a run.

"Reanimate!" Baines all but snarled, bringing the scarecrows back to life once more. He scowled down at his faintly smoking weapon as the scarecrows shambled to their feet and shuffled off in pursuit of their fleeing prey, "That girl's alien tech is starting to annoy me."

"A minor setback," Lucy stated, tucking away her own lightly smoking weapon once more.

"Trivial really," Baines agreed.

 ***O*O*O***

The boys scattered through the buildings chased by the reanimated scarecrows whilst Latimer ran as swiftly as he could upstairs.

"Let's go," John urged the boys as he, Sophie, Martha and Joan led the boys out through the stables, "Quick as you can."

"Don't go to the village!" Martha warned in a low hiss as the boys hurried on, "It's not safe!"

"I'll go with them," Joan told them, barely waiting for a response before trooping after her charges, determined to render aid to those that needed it.

John nodded after her retreating back, before turning to Sophie and Martha, "And you ladies!" he urged only to receive to pairs of arched brows and stubborn looks. He sighed out a long-suffering breath and frowned slightly at how familiar that felt and his lips twitched up in fond amusement without his permission.

 ***O*O*O***

Inside the school, captured boys stood trembling as one by one they were brought before Lucy, scarecrows looming behind and around them.

"One of these boys has got the watch," Jenny asked as one of the scarecrows brought one of the boys forward, "This one?"

Lucy shook her head, "No."

"This one?" Baines asked as another was brought forward.

"No."

"This one?" Jenny questioned.

"No."

"Get off me," Hutchinson exclaimed with affront as a scarecrow brought him forward, "I said, get off me!"

"Ah!" Baines exclaimed at the show of fire from one of the herd, "This one, is that him?"

Lucy sniffed at the air as she eyed him, "No."

"Right," Baines sniffed, "Kill this lot," he stated dismissively and weapons were raised in a smooth motion…

Up in the dormitory, Latimer opened the watch, golden energy streaming out once more and the disembodied voice whispered.

"Lord of Time."

The trio stiffened and spun eyes going up, nostrils flaring, "That's it," Baines breathed.

"Upstairs!" Jenny exclaimed and the trio swiftly swept from the room, headed for the swiftest path up to the dormitory.

Hutchinson blinked bewildered before he turned to the other boys, "Don't just stand there. Outside!" he barked, "Come on, out!"

 ***O*O*O***

Outside the stable, John paused glancing around, before turning and heading back to where Sophie and Martha were waiting for him, "Now, I insist," he told them firmly, "The pair of you, just go. If there are any more boys inside, I'll find them," John turned and opened the door and paused at the sight of scarecrows in the passage beyond it. He swiftly slammed it shut and slid the bolt across before turning back to Sophie and Martha that were staring at him with their brows raised once more, "I think… retreat."

And the three took off running.

 ***O*O*O***

Latimer ran through the woods, whilst back in the dormitory he had fled from shortly after opening the watch, the Family entered, nostrils flaring as they sniffed and glanced around, before they turned and left.

 ***O*O*O***

"Doctor!" Clark shouted in sing-song as he stood in front of the Tardis, the rest of his Family with him. John, Sophie and Martha, paused, hiding in amongst the bushes and peered out at him, "Doctor! Come back Doctor. Come home. Come and claim your prize!"

"Out you come, Doctor," Baines urged mockingly, "There's a good boy. Come to the Family."

"Time to end it now!" Jenny cried with impatience.

Martha glanced at John to see him staring at the big blue box, "You recognise it, don't you?"

"Come out, Doctor," Jenny cried as John swallowed eyes still on the box, "Come to us!" she demanded.

John slowly shook his head, "I've never seen it before in my life."

"You have," Sophie murmured and John looked at her – eyes wide and hurting.

"Do you remember its name?" Martha urged.

Sophie swallowed as John shook his head, "She's yours," she murmured softly, "She's-she's your ship…"

"No," John shook his head adamantly, heart pounding with denial, "I'm not. It's a dream. A silly stupid dream!"

"I'm sorry," Sophie apologised hopelessly, "But it's not…"

"No!" he cut her off, his voice breaking, "I'm John Smith. That's all I want to be. John Smith, with his life… and his job… and his love," he looked at her pleadingly, brown eyes beseeching, "Why can't I be John Smith? Isn't he a good man?"

"Yes," Sophie breathed, heart aching and the backs of her eyes pricking hotly, "Yes," she assured him again, "You are."

"Then, why can't I stay?" John asked her and Sophie couldn't keep from squeezing her eyes shut as she let out a shuddering breath.

Martha stared at him helplessly, "But we need the Doctor."

John whipped his head around to glare at her, "What am I, then? Nothing? I'm just a story," he turned and ran.

Sophie darted after him whilst Martha paused a brief moment before chasing after them with a frown.

"One more phase and we won't have to hunt," Baines enthused, "The Doctor, Mr Smith, the boy, the watch, they will come to us. Soldiers," he barked at the scarecrows, "Guard this thing!" he ordered before leaving them to do just that. The rest of the Family following him away from the captured Tardis.

 ***O*O*O***

Sophie, John and Martha hurried down a country road they'd come across. The three continued on for a ways, before coming to a stop as they glanced about the night.

"Which way do we go?" Martha puffed mildly out of breath.

"Uh…" Sophie chewed on her lower lip as peered through the moonlight night, "Um – let's go that way."

Martha breathed a sigh of relief, "You've got an idea?"

"Uh – no…?" Sophie replied and Martha groaned but nonetheless fell into step with Sophie as she started in the direction the other woman had chosen.

John blinked after them, but after a pause followed as well, swiftly catching them up with his longer stride.

 ***O*O*O***

"Fully armed and ready," Baines spoke as the Family stood in their ship, "Mother, Father and Sister of Mine, prepare the armaments," he smirked, "I doubt that England is ready for this! Fix targets and counting down."

 ***O*O*O***

"Are you sure you know where we're going?" John asked after an extended moment of silence as the three of them continued to move swiftly – now off the country road.

Sophie blinked and glanced at him, "I never said I knew where we were going," she stated before looking away again, "Moving was better than standing still, though. Why?" she glanced at him again hopefully, "Do you have an idea?"

John shook his head and remained silent – his lips pursing slightly.

Martha glanced from one to the other, before looking ahead of them, "Ooh!" she exclaimed, "A barn!" she hurried towards it leaving John and Sophie to hurry after her.

The three cautiously opened the barn door peering inside, "Looks empty – we should be safe here for a while," Sophie murmured – at least she really hoped that they would be.

"Doesn't seem like anyone's been in here in a while," Martha observed as she peered about the dark barn.

Sophie gave a nod, her nose crinkling, "The hay smells like it's been sitting here a while."

John leaned against a beam, shoulders slumped heavily, "I must go to them before anyone else dies."

Sophie shook her head, "You can't!" she took a breath, twisting her fingers together.

"What else are we to do, Miss Connolly?!" John demanded straightening, "Just sit here and wait for them to kill us all?"

"No, but -,"

"We need the watch," Martha cut in, "If we had the watch we could…"

John turned to her, frown darkening "Watch?"

Martha nodded.

John turned back to Sophie, staring at her with a hurt frown, eyes dark with pain, "You were frantic about finding a lost watch earlier," he clenched his hands at his sides, "Is that why you were so reluctant to answer me earlier?" he demanded, "You've just been waiting for your Doctor to come back?"

"What?!" Sophie exclaimed, her voice cracking, "No!"

"Then, please, enlighten me, Miss Connolly," John demanded, his voice rising, "If not that. Then, what was it?!"

"I-,"

A knock sounded on the barn door and John all but through up his arms in exasperation and hurting frustration, "Oh, of course!" he groused and Sophie flinched at the anger in his tone, "No doubt they've found us already."

"I'm no expert," Martha began eyeing the door speculatively, "But I don't think scarecrows knock," she stepped towards it and cautiously creaked the door open. Her gaze landing on Latimer. She blinked in confusion.

Latimer held the watch up in explanation, "I've brought you this."

Martha beamed and stepped aside, allowing Latimer into the barn, taking the watch from him, not hearing it softly whisper her name in response. She turned to John taking a step towards him as she held the fob watch out to him, "Hold it."

John shook his head backing up a step as he shook his head adamantly, "I won't."

"Please," Martha pleaded, "Just hold it."

"It told me to find you," Latimer told them, "It wants to be held."

Sophie lifted her gaze, eyeing him, "How did you find us?"

Latimer nodded at the watch in Martha's still outstretched hand, "He told me."

Sophie's gaze turned to the watch, her expression softening at feeling the familiar whispering consciousness from inside the watch again now that it was so close. Not seeing John staring at her hands trembling, "Of course he did," she murmured, before turning back to Latimer frowning at him with annoyance, "Why'd you even take it?"

Latimer blushed a bit, "I was curious," he muttered, "And, then. I knew I should have returned it… but it was waiting and I was so scared of the Doctor."

Sophie gave a small nod, "He can be scary."

"I've seen him," Latimer admitted, "He's… like fire and ice and rage. He's like the night and the storm in the heart of the sun."

"Stop it," John tried to cut in. Not wanting to hear it not wanting to know. He wasn't that man – he didn't want to be.

"He's ancient and forever," Latimer continued, "He burns at the centre of time and he can see the turn of the universe."

"Stop it!" John all but shouted, his voice lowered as he continued, "I said stop it."

"And he's wonderful," Latimer concluded with a small smile.

"Yeah," Sophie murmured and John turned away, "He is."

"He was just a story!" He bit out, "Just a stupid story."

"He's not," Martha retorted and then her tone softened as she eyed his turned back, "And, I think now – you know he's not."

The ground shook as an explosion sounded from outside.

"What the hell?!" Martha shouted and they ran to the barn door, peering out into the night to see fireballs falling to the Earth a little ways away.

"Oh bugger…" Sophie cursed under breath as she stared with wide eyes.

 ***O*O*O***

"This'll flush him out," Baines crowed mirthfully from inside the Family's spaceship, "This'll do it. Super, super fun."

 ***O*O*O***

Latimer swallowed, his eyes wide as he stared at the large falling balls of flame, "They're destroying the village."

John turned from the door, his gaze landing on the fob watch where it had fallen from Martha's grasp after the first explosion, "The watch…" he muttered, drawing Sophie's attention from what was going on outside.

"John…?" Sophie murmured cautiously as he stepped towards the watch, bending down to pick it up, flicking away a couple of bits of hay as he did so.

"Come closer," the Doctor's voice whispered from the watch.

Latimer swallowed, "Can you hear it?"

Sophie gave a small nod, unsure of who he was talking to and too focused on John and the watch to care.

"Closer. Closer," the Doctor's disembodied voice beckoned.

"I think he's asleep," John muttered, still eyeing the watch, "Waiting to awaken."

Latimer glanced from the watch and up to John, a slight crease to his brow, "Why did he speak to me?"

"Oh, low level telepathic field," John replied and Sophie's voice caught in her throat as he spoke with the Doctor's voice, "You were born with it. Just an extra synaptic engram causing…" John trailed off and turned to Sophie with a wrinkled nose, "Is that how he talks?"

"He tends to talk faster – but yeah," Sophie murmured, before falling silent as John's wounded eyes landed on her.

"That's him!" Martha enthused, so relieved to have the Doctor so close, "All you have to do is open it and he's back!"

John turned from one to the other, "You both knew this all along. And yet, you let me fall in love… let me believe…"

"He didn't tell us not to let you," Martha protested, "He gave us a list of things to watch out for, but that wasn't included."

John stared at her incredulously, "Falling in love? That didn't even occur to him? What sort of man is that?!"

"One already in love!" Martha shouted, guilt making her feel defensive at the obvious pain the man was in, "One where the possibility that he could fall in love with anyone else was unfathomable to him."

John turned to Sophie again, "Of course…" he huffed, voice straining around the painful lump in his throat, "And now you just expect me to die so you can have him back?"

Sophie swallowed heavily as she took in the heartbroken look in his eyes as he stared at her – momentarily robbing her of speech.

' _Definitely my fault,'_ she'd put that look there. She gone and done the one thing she hadn't wanted to do – she'd hurt him. She squeezed her eyes closed against the hot sting of tears that was pressing against the backs of her eyes – against the heavy press of her own heart. Dimly she was aware of Martha speaking and John replying, but all she could really hear was the pounding of her heart as it bled in her chest. She should've just kept her distance – should've refused the offer of tea – should've, should've, should've… and now the weight of the ring in its box sat heavily in her pocket next to the sonic screwdriver.

Sophie's eyes snapped open as the ground beneath their feet rocked as a fireball landed close by with an explosion of sound – unaware of the few tears that had slipped down her cheeks when they'd opened.

"It's getting closer," Latimer murmured.

"I should have thought of it before…" John suddenly exclaimed and all the eyes in the room turned to him, "I can give them this," he held up the fob watch, "Just the watch – then they can leave…"

Sophie stalked forward, snatching the watch from his grip with a snarl curling up her lips, "Don't you dare!"

"Well of course you wouldn't want me to!" John spat back, "All you want is the Doctor back – you don't care about me at all you just -," he broke off abruptly as pain flared through his cheek as Sophie's gloved hand collided with it solidly.

"Do they seem like the type of-of people that'd just let you swan off?!" Sophie exclaimed, chest heaving with heavy breathes as she glowered at him, "That they'd take the watch and just let you go?! They wouldn't John they'd kill you! They'd might even do worse to you first! I-I won't let you do it. I refuse to just stand by and let you…"

She trailed off and took a breath squeezing her eyes shut briefly for a second time as she felt the Doctor's consciousness whispering against hers, more tears slipping free to roll down her cheeks, "I won't let you because I care John. I -," she took another shuddering breath, "For what little it's worth. I'm sorry. I'm sorry that I hurt you – I never wanted to. Never! I…" her throat tightened choking off her words as she stared at him. Drinking in the sight of him. Of John and the feeling of the Doctor's consciousness as she clasped his watch tightly in hand. Lips trembling as she heard him whisper his nickname for her.

Before she turned slipping a hand into her skirts pocket and pulling out the little box that held the silver band, stepping towards John she placed it down on a workbench he was now stood beside, before reaching into the bag she took with her everywhere and pulling out his journal and setting that down beside it, "These-These belong to you," she all but whispered her throat feeling too tight to muster any volume in that moment. She swallowed heavily trying to dislodge the painful lump in her throat. She pressed the fob watch she'd snatched from him back into his hand, drawing John's gaze back from the things she'd set down. Her eyes going to his face taking in the red mark her hand had left with a slight wince, "Don't give him to them," she pleaded, "Just run –," she attempted a weak smile, "You'll no doubt find your good at that," she turned from him before he could speak and moved swiftly over to Martha, "Look after him – both of them," she murmured and Martha frowned disquieted, "And when – when the Family's gone I'm sure the Tardis will be able to take you home."

"What are you gonna do?" Martha asked, shifting on her feet, eyeing Sophie with concern a bad feeling settling in her stomach.

"Wing it – apparently," Sophie replied in an attempt at humour that fell far short of the mark, before she turned and hurried towards the barn door.

"Miss Connolly," John called taking a step forward, his eyes locked on her retreating back, "Miss Connolly – Sophie!" he shouted with alarm when she didn't stop, anger and hurt forgotten for the moment as he turned to Martha after she'd slipped out of the door and back out into the night as fireballs continued to rain from the sky, "Where is she going?!"

Martha swallowed heavily tearing her eyes from the barn door as it swung shut behind her friend and turned to him, "To save you."

"I never…" John swallowed heavily his gaze going back to the barn door his hand tightening about the fob watch, "I never asked her too. I didn't want…"

"I doubt anyone could've stopped her," Martha murmured, shifting on her feet with concern before pacing a bit back and forth.

John swallowed heavily and glanced down at the watch in his hand, hearing it whisper to him – that same sleepy murmur. Suddenly rather sure that there was someone who could've stopped her. Wouldn't have even let her step out of the barn without him if he couldn't have convinced her to stay…

 ***O*O*O***

Sophie paused briefly as the barn door swung shut behind her, taking a steadying breath as she heard the Doctor's voice whisper to her from inside the building.

' _Sparks…'_

She swallowed, _'Bye Foxy Git,'_ she thought before swiftly starting away, making swiftly back for the woods, resisting the urge to turn right back around and go back into the barn. Almost one hundred percent certain that she wouldn't see the Doctor/John or Martha again. She hunched her shoulders and moved faster almost loosing her footing as another round of fireballs shook the ground as they impacted.

She ducked into the tree line and paused, glancing back the way she'd come. The barn no longer visible. She turned away, pulling out the sonic, "Alright – give me some Spock," she muttered as she fiddled with the settings, squinting at the sonic, "Which one was scan for alien tech…?" she mumbled to herself, "Let's try this one…" she muttered, flicking the switching and turning in a slow circle listening as the sonic made soft clicking sounds as it whirred quietly. She stopped as the sonic started chirping, "Ok – this way then," she started away, heading through the woods in the direction of Cooper's Field.

 ***O*O*O***

"We'll blast them into dust," Baines enthused, "Then fuse the dust into glass, then shatter them all over again!" a slight metal twang came from behind them and as one the Family turned to look at the door to see Sophie as she stepped into the ship, the petite brunette's eyes darting swiftly about the interior, before settling on the Family.

"You're not the Doctor," Baines scowled.

Sophie effected as nonchalant a shrug as she could manage eyeing the aliens with wary eyes, "Sorry to disappoint."

"Wait – it's the secretary," Jenny stated, "Smith's lady love," she continued derisively, "Ah!" she cautioned pointing a finger at her as she took note of her gloved hands twitching, "Keep your hands out of your pockets. We won't have you pulling your little trick again."

Sophie clenched her hands, before lifting them up to show that they were empty, jaw clenching briefly.

"Won't be long now," Baines smirked, feeling victory creeping right around the corner, "The Doctor will come for her."

"No, he won't," Sophie retorted, shifting a little anxiously on her feet, before swallowing, "He'd be long gone by now."

"I wouldn't be so sure of that," Jenny mused, lips curling back in a sneer, "Humans are such fools for those they care about."

"He's long gone and far from you," Sophie insisted, "No matter what you do – he's gone and nothing you do is gonna bring him back."

"We'll see soon enough," Baines said dismissively, "We'll just how far away he is when he hears you screaming."

Sophie swallowed heavily and took in a slow breath, being careful to keep her fear off her face – determined not to give them the satisfaction.

Baines nostrils flared and he smirked cruelly; scenting her fear before he turned to his Lucy, "Sister of Mine, search her. Relieve her of her alien technology," he ordered, "I won't have her using it against us again."

Sophie grimaced, shifting a little defensively at the thought of the sonic screwdriver being taken from her. Her last and only defence.

Lucy took only two steps towards her, before the soft metallic sounding woosh of the door to the ship opening again made her pause and all eyes turned to look.

Sophie's eyes widened with horror as her gaze landed on an all too familiar face as he stepped into the ship and into sight.

"Just -," he began, only for the ship to lurch as another explosion hit the ground, rocking the ship, he stumbled with it, falling against a column of switches, hand clumsily hitting a button and then a couple more as he pushed himself upright and took another step into the ship, "Just," he tried again, "Just stop the bombardment and let Miss Connolly go. That's all I want. Just those two things and I'll do anything you want."

Baines cocked his head slightly, "Say please."

"Please," John repeated obediently as he stepped up beside Sophie.

"What are you doing here?!" the brunette hissed with horror before she could stop herself. She specifically asked him not to give the Doctor up… and for that matter where was Martha? The other woman wouldn't have just let him come here.

"Oh, I thought that'd be obvious," John retorted, barely glancing at her as he quickly skirted his gaze over the ship, "You're not the only one who can make grand gestures."

"G-Grand gestures?!" Sophie spluttered incredulously.

Jenny turned a switch and a soft hiss sounded in response and her nostrils flared as she sniffed at the air, "Wait a minute," she inhaled deeply as John and Sophie turned their eyes to her, "Still human."

"Now I can't… I can't pretend to understand, not for a second," John admitted, "But I want you to know that I'm innocent in all this. He made me John Smith. It's not like I had any control over it," he tripped over his own feet, knocking into Sophie rather heavily – sending her into a panel of switches her gloved hand smacking into one as she braced herself whilst John's hand slid over a few more. He straightened and turned to Sophie. Helping her to her feet, the brunette blinking at him, her eyes meeting his before catching the briefest of winks and her eyes narrowed in suspicion – before her gaze lowered to the watch that he had clasped in one hand. She sucked in a breath her eyes widening minutely. It wasn't whispering. It was completely quiet. Her eyes shot back up to him, blue meeting brown. His hand squeezed hers, before letting go.

"He didn't just make himself human. He made himself an idiot," Jenny huffed derisively, arms crossing.

"Same thing, isn't it?" Baines replied dismissively.

"I don't care about this Doctor and your family. I just want you to go. So, I've made my choice," he held out the watch.

"Don't-," Sophie protested.

"Quiet," Baines snapped and she subsided, clasping her gloved hands together as the man pretending to be human stepped closer to Baines.

"You can have him. Just take it, please! Take him away!"

"At last," Baines breathed, snatching the watch, before grabbing a fistful of the taller man's collar with the other, "Don't think that saved either of your lives," he sneered before shoving him down, ignoring the buttons the man hit during his short fall, "Family of Mine, now we shall have the lives of a Time Lord."

The Family gathered closer, stepping in towards the watch as Baines flicked it open and they breathed deep. Only to stare stumped for a brief moment, before Baines turned on the human with a snarl curved up his lips, "It's empty!"

"Well," the Doctor blinked at him all confusion, "Where's it gone?"

"You tell me," Baines demanded, tossing the watch to him, only for the previously clumsy human to snatch it cleanly out of the air with one hand.

"Oh, I think the explanation might be you've been fooled by a simple olfactory misdirection…" the Doctor rattled off, "Little bit like ventriloquism of the nose," he expounded before shrugging, "It's an elementary trick in certain parts of the galaxy. But it has to be said…" he plucked his spectacles out of his pocket and peered closer at one of the meter readouts, "I don't like the looks of that hydroconometre. It seems to be indicating you've got energy feedback all the way through the retrostabilisers feeding back into the primary heat converter…" he trailed off his expression hardening, "Ah, cos if there's one thing you shouldn't have done," he hissed through his teeth, "You shouldn't have let me press all those buttons. But, in fairness," he took a step back, "I will give you one word of advice…" he took another step back to stand beside Sophie again. He grasped her gloved hand in his, "Run," he spun and darted out of the ship, Sophie barely a step behind him as they fled from the ship as alarms suddenly started blaring through the ship.

"Get out! Get out!" Baines shouted, hurrying for the door himself. The rest of the Family behind him as they ran out into the field behind the Doctor and Sophie, a moment before the ship exploded, the blast throwing the Family off their feet and to the ground.

The Family looked up and it was then that Baines felt true fear for the first time as he looked into the furious cold eyes of the Time Lord as he stood before them. His secretary stood a step or two behind him.

"Sparks," he murmured, his gaze filled with cold fury not wavering, "I left Martha at the barn. I'm sure she'd like to know we're alright."

Baines watched her eyes flick from them to the Time Lord and back again, before she gave a small nod and left. Walking away and in a peculiar way – the Son of the Family wished she'd have stayed for the Time Lord's fury suddenly seemed to deepen in her absence.

 ***O*O*O***

Sophie approached the barn, smiling at Martha as she stood – hovering by the door. Martha let out a sigh of relief and beamed rather brightly, before the two hugged…

 ***O*O*O***

" _He never raised his voice,"_ Baines would recall with fear days, week, hours, years later. He couldn't really tell, time having lost meaning, _"That was the worst thing. The fury of the Time Lord. And then we discovered why… why this Doctor, who had fought with gods and demons, why he'd run away from us and hidden. He was being kind,"_ Baines twitched or wanted to twitch, wishing he could scratch his nose – the agonising itch that persisted to the point of madness, _"He wrapped my Father in unbreakable chains, forged in the heart of a dwarf star,"_ how long had it been – he wondered if he was still screaming, _"He tricked my Mother into the event horizon of a collapsing galaxy to be imprisoned there… forever,"_ he wondered on occasion if she had gone mad, _"He trapped my little sister in a mirror, every mirror. To only be noticed and dismissed as a trick of the light. A figment of imagination if spotted at all,"_ he spared her more thought than the rest – wondered if the Doctor visited on occasion as he'd said he would. Wondered if he might one day forgive her.

The itch upon his nose persisted, making his muscles want to twitch to scratch at it – trapped in stillness as they were, arms stretched out over the wooden beam. He heard murmured voices as a couple of people passed by the field, he'd been left in. He ached to lift his head from its partial slump even as he tried to peer through the scratchy material of the hood that had been fitted snugly over his head. Words bitter and helpless trapped in his throat.

" _We wanted to live forever, so the Doctor made sure that we did,"_ and for himself trapped as he was as a scarecrow, left to stand vigil and protector over a stretch of fields in England. He wondered how they'd survive it.

 ***O*O*O***

The Doctor stepped quietly into the Tardis. Morning light streaming in briefly through the open Tardis door before it quietly snicked shut behind him. He shed his coat, tossing it over one of the 'y' beams before crossing to the console. He rested his palm against it in greeting, smiling at the warm hum he received in response. Before he turned, cocking his head slightly to the side, "Now, if I was a Sparks –," he mused aloud, "Where would I be?" he made to start towards the stairs, only to pause and cast his eyes towards the Tardis ceiling, "She's not asleep, right?" the Tardis responded with a hum and the Doctor headed for the stairs.

 ***O*O*O***

"Ah," the Doctor sniffed the air as he stepped into the Tardis' kitchenette and strode towards the island where Sophie was sitting with a stool her, back to the door, "Hot chocolate. The comfort drink of choice."

Sophie stiffened, fingers of one hand already tangled in the ends of her hair, twisting about them a bit harder.

The Doctor sighed softly as he pulled up a stool beside her, the silence stretching between them for a moment, before he murmured softly, "You've been thinking very loudly, Sparks."

Her shoulders slumped and the hand that had been mangling the ends of her hair thumped to the table, almost knocking over her hot chocolate, "Damn it," she cursed swiping the hair she'd been twisting around her fingers back behind her ear in a jerky movement, "I didn't – I thought I was," her shoulders slumped again. Certain she'd hurt the Doctor this time, "Sorry."

He shook his head, "What I don't understand," he began a little carefully, "Is why you'd think I'd think poorly of you for falling in love with him?"

Sophie blinked and shot him a somewhat confused look.

The Doctor levelled a look at her, "I'm not to fond of the fact that you went rushing headlong into danger and believe you me we'll be having words about that at some point," he told her seriously only for Sophie confused expression to suddenly shift, minutely. And it was a testament to how well he knew her that he recognised stubbornness in the scrunch of her brow as she frowned and in the flash of her eyes as she narrowed them slightly – oh yes, he internally grumbled. He imagined that the two of them would have _lots of fun_ during that conversation, "But for loving me," he raised his brows at her, "Why would I ever think poorly of you for that?"

Sophie looked away from him, angling her head to allow her hair to cover her face, her heart still aching in her chest – blood still seeping from the wound it'd suffered at seeing him level that heartbroken look at her, "Cos, he was you, but he wasn't," she murmured, glancing at him as his fingers lightly brushed her cheek as he tucked her hair back behind her ear and she found herself turning towards him, "There were as many similarities are there were differences! He walked like you, but slower. He had your smile but it was wider; easier," there'd been so many little things and bigger things and she'd notice each one and when she did… "It hurt! Cos as much as I lo-," she cut herself off sharply.

"You can say it," he murmured.

She swallowed heavily, her lips pursing briefly as she felt the backs of her eyes prick again, "Cos as much as I loved him. I missed you!"

The Doctor smiled and shifted, wrapping his arms about her as he stood up from the stool he'd sat in, "Adorable dunce," he sighed into her hair, "He was me," he murmured into her curls, "Different but the same. I thought you understood that."

"Wasn't the same," she muttered into his jacket, her gloved hands fisted in the material as she leant into him – luxuriating in the feeling of his arms around her and the sound of his hearts beating beneath her ear, even as her own warmed and yet hurt at the sound – the wound continuing to seep even as it was soothed – different but the same, but it'd been entirely different in many ways, "And I'm sorry."

"So, you should be," the Doctor sniffed and felt her shift slightly in his arms, "Avoiding me for two months. It was awful!"

Sophie let out a slightly strangled pained breath, squeezing her eyes shut, "Never again," she mumbled against his chest.

"Good."

The two lapsed into silence and Sophie's tensed muscles relaxed and she settled deeper into his embrace, just listening to his hearts beating in his chest. The Doctor's chest rose higher as he took a deeper steadying breath, "He's still in here you know, John Smith," he murmured and he tightened his arms about Sophie slightly as she shifted against his chest, not wanting her to pull away from him, "His last thoughts before opening the watch were of you. Asking me to save you."

Sophie's hands tightened in his jacket, a couple of tears escaping her tear ducts without her permission to dampen the material, "I thought he hated me…" she mumbled.

"I know," he murmured, "But, Sparks – there's no version of me regeneration or otherwise that could hate you."

"You can't know that."

"I can," he argued. Sophie tilted her head back to look at him, "I can!" he insisted.

Sophie shook her head, brows raised, "Your logic doesn't much resemble Earth logic."

"Course not. It's Gallifryan logic – far superior to its cousin Earth Logic."

Sophie thunked her head lightly against his chest, hiding her smile from view, "I'd argue but I don't wanna."

"Good, cos you'd lose."

Silence settled over them again and he heard Sophie supress a yawn, "You should probably sleep," the Doctor broke the silence again, but made no move to release her, only shifting slightly to look at her, "Something tells me you didn't slept at all last night."

Sophie let out a slight huff, "You're such a snitch, Sexy," she mumbled out a grumble and got an unrepentant hum from the sentient ship. She shook her head, "Don't wanna move," she mumbled shifting to press her ear to his chest again – happily listening to the beats of his hearts again, "I'm happy just where I am."

"Well, no one said you'd have to move."

Sophie blinked, shifting to look up at him, lips parting to speak only for a knock to echo back to them from the console room.

The Doctor sighed, he was starting to think these things were timed, meticulously timed to interrupt him right when he didn't want to be interrupted, "Alright – door first, then nap," he grumped, stepping back to release Sophie from his arms, grinning a bit at her rather disgruntled expression at the development. He took her hand, the two trooping towards the console room, meeting Martha along the way to the doors…

Sometime later – after the trio had stepped back into the Tardis and the sentient ship had been set to drift idly. The two settled down, the Doctor draping blankets over them before settling his arms over Sophie's smaller frame, cuddling her to him as she settled into sleep, her head pillowed against his chest. His gaze pierced the darkness of his room as he glanced at the jacket he'd flung over a chair – the two still dressed aside from jackets, shoes and socks, neither willing to part long enough to change into pyjamas. He eyes lingered on the jacket for a moment, before he closed his eyes and buried his nose in Sophie's hair, pressing a kiss to the soft strands. As he turned his mind from the contents in his jacket – deciding that later was soon enough as he allowed himself to slip into a light sleep to the soft sounds of Sophie's sleepy breathing.


End file.
